Nidec To Reorganize Group Companies Through Disposal Of Treasury Stock By Sale, Share Exchange Transaction By A Subsidiary, And Mergers Of Subsidiaries By Absorption
Because (a) the expected dilution rate of the planned disposal of treasury stock by sale is smaller than 25% and (b) the planned disposal of treasury stock by sale is not expected to result in any change in control, Nidec is not required to comply with the procedural requirements under Section 432 of the Securities Listing Regulations of the Tokyo Stock Exchange or Section 2 of the Regulations on Corporate Codes of Conduct of the Osaka Securities Exchange to obtain an independent third party's opinion on, or seek shareholder approval for, the planned disposal of treasury stock by sale.
4. Transactions between Group Companies to Be Reorganized
(1) Share Exchange Transaction between NTMC and NPMC
NTMC and NPMC are expected to enter into the Share Exchange Transaction, effective on March 21, 2011, as a result of which NPMC will become a wholly owned subsidiary of NTMC.NTMC is expected to purchase from Nidec a portion of Nidec's treasury stock prior to the effective date of the Share Exchange Transaction, as described in "3. Disposal of Treasury Stock by Sale," and use the purchased shares as consideration for the NPMC shares held by the shareholders of NPMC other than NTMC in the Share Exchange Transaction. (2) Merger Transaction between NTMC and NPMC Subject to the effectiveness of the Share Exchange Transaction, NTMC and NPMC are expected to enter into the First Merger Transaction, effective on March 31, 2011, where NPMC will be absorbed into NTMC. No consideration will be paid in connection with the First Merger Transaction as it is conditioned upon NTMC owning 100% of NPMC. (3) Merger Transaction between NTMC and NSBC NTMC and NSBC are expected to enter into the Second Merger Transaction, effective on April 1, 2011, where NSBC will be absorbed into NTMC. No consideration will be paid in connection with the Second Merger Transaction as NTMC owns 100% of NSBC.
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