Company name:
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Minebea Co., Ltd.
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Representative:
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Yoshihisa Kainuma,
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Representative Director,
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President and Chief Executive Officer
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(Code number:
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6479 First Section, Tokyo Stock Exchange) | |
Contact:
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Yasuo Komine,
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General Manager,
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Corporate Communications Office
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(Tel: 03-6758-6703)
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Company name:
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MITSUMI ELECTRIC CO., LTD.
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Representative:
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Shigeru Moribe,
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President and Representative Director
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(Code number:
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6767 First Section, Tokyo Stock Exchange) | |
Contact:
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Kunihiro Noguchi,
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General Manager, General Affairs Dept.
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(Tel: 042-310-5333)
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(1)
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Background of the Business Integration
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Minebea was incorporated in 1951 as Japan’s first specialized manufacturer of miniature ball bearings, and since then, it has manufactured large numbers of bearings and other high-quality and high-precision parts. In recent years, it has also manufactured and sold liquid crystal backlights employed in smartphones, lighting devices and other products. Furthermore, it has adopted five principles as its corporate motto, which are to “be a company where our employees are proud to work,” “earn and preserve the trust of our valued customers,” “respond to our shareholders’ expectations,” “work in harmony with the local community” and “promote and contribute to global society.” Under this corporate motto, Minebea’s basic management principle has been to fulfill its social responsibilities to the various stakeholders—such as shareholders, business partners, local communities, employees and society—and maximize its corporate value. In accordance with this management principle, the Minebea Group sees as its challenge working to boost the earnings capacity of its existing lines while developing new high-value-added products, and leveraging the wealth of experience it has gained in manufacturing, sales, engineering and development as well as the commitment to restructuring its business portfolio, encompassing the hybrid component business that is driven by its combined technological strengths in electronic devices and components as well as machined components, in order to provide flexible prices and meet the needs of its customers. The Minebea Group seeks to actively work on restructuring its business portfolio and increasing corporate value via M&As and alliances. At the same time it seeks to focus on establishing large-scale overseas mass production facilities as well as R&D capabilities in light of regional risk assessment findings.
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MITSUMI was established in 1954 as a manufacturer of electronic components, such as coils and transformers. Since then, starting from the introduction of Polyvaricons (variable condenser) to the world in 1955, it has developed world-leading technical capabilities and has offered high-precision, high-quality electronic components with stable performance, excellent reliability and durability for cutting-edge electronic components all over the world during various periods of history. Currently, it manufactures and sells electrical and communication equipment, such as mechanism components, semiconductor devices, power supply parts, high-frequency devices and optical devices, for various electronic devices and products, such as data communication devices, automobiles, healthcare and consumer electronics, other leisure devices, televisions and digital cameras. Recently, in the electronic component industry, the market for data communication devices, such as smartphones and tablet PCs, has been growing and the in-car product market has continued to expand due to increasing installations of electrical devices in automobiles, while the market for PCs, digital cameras and leisure-related products have been sluggish. In such environment, MITSUMI has been competing based on its high technological skills, such as the world’s first mass production of high-performance actuators for cameras, secondary battery-related semiconductors and charger adapters, and creating seeds of various new businesses, but MITSUMI recognizes that its business challenge is a shortage of management resources for the expansion of existing businesses and expansion into new businesses.
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Both companies had considered business alliance, including integration with other companies, in order to realize further continuous growth and acceleration of development, as well as addressing their respective challenges in their business areas with the aim of enhancing performance and improving corporate value. As a result, both companies came to recognize that despite both operating in a similar industry, they were not competing much against each other but rather had different sources of competitiveness, and that they would be able to generate significant synergies in terms of mass production, sales, procurement and product development through full-scale collaboration. In particular, the companies believe that linking MITSUMI’s various developing technologies and products to Minebea’s in-house manufactured assembly equipment, mold design, manufacturing capacity and mass-production capacity of overseas factories would likely lead to expansion of customer base and sales, reduction of manufacturing cost, the introduction of innovative products, provision of innovative solutions and other benefits. Under such circumstances, both companies came to share a common perception through mutual discussions that, in order to maximize their corporate value, it would be in the best course of action to aim to become a genuine solutions company by combining analog and digital technologies. Both companies therefore agreed to proceed with a discussion and consideration towards the realization of a business integration based on the spirit of equal partnership.
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(2)
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Purpose of the Business Integration
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Through the Business Integration, the two companies will aim to become a genuine solutions company by realizing synergies of integration described below, and will further improve their corporate value as an electro mechanics solutions company.
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(i)
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Growth and evolution of business portfolio
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(ii)
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Enhancement of cost competitiveness and capacity to generate cash flow by optimizing manufacturing structure and bases
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(iii)
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Enhancement of development capabilities and provision of solutions
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(1)
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Method of the Business Integration
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Minebea and MITSUMI will conduct a share exchange (the “Share Exchange”) subject to obtaining the approval of shareholders of MITSUMI at its general meeting of shareholders to be held in December 2016 and obtaining regulatory approvals required for the Business Integration and other requirements. Specifically, shareholders of MITSUMI will be allotted shares of Minebea (whose company name is planned to be changed to MINEBEA MITSUMI Inc. (“MINEBEA MITSUMI”) subject to obtaining the approval of shareholders of Minebea).
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The two companies plan to conduct, as soon as reasonably possible after the effective date of the Share Exchange, a reorganization, including shifting
MINEBEA MITSUMI to a holding company structure in which MITSUMI will remain a corporate entity, by, among others, transferring MINEBEA MITSUMI’s existing business through a company split to MITSUMI or MINEBEA MITSUMI's wholly-owned subsidiary to be newly established. The two companies will continually discuss and determine the details, including specific method of reorganization and timing, by taking into account how they can maximize synergy effects and optimize the management structure for the business following the Business Integration.
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Additionally, if it is found through due diligence and other similar work to be conducted in the future that practical problems will occur in connection with utilizing the share exchange method, the two companies may use an alternative method based on mutual discussion and consideration.
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(*1)
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The company name will be changed from Minebea Co., Ltd. subject to obtaining the approval of shareholders of Minebea.
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(*2)
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The companies are planning to shift MINEBEA MITSUMI to a holding company structure in which MITSUMI will remain a corporate entity by, among others, transferring MINEBEA MITSUMI’s existing business through a company split to MITSUMI or MINEBEA MITSUMI’s wholly-owned subsidiary to be newly established.
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(2)
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Schedule
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Execution of the Basic Agreement (both companies)
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December 21, 2015 (today)
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Execution of a definitive agreement concerning the Business Integration and a share exchange agreement concerning the Share Exchange (both companies)
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Late March 2016 (planned)
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Extraordinary shareholders’ meeting to approve the share exchange agreement concerning the Share Exchange (MITSUMI)
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December 2016 (planned)
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Effective date of the Share Exchange
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April 1, 2017 (planned)
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(3)
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Management structure following the Business Integration
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(i)
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Company name (planned)
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(ii)
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Management structure of the two companies (planned)
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Representative Director, Chairman and President
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Yoshihisa Kainuma (currently, Representative Director, President and Chief Executive Officer of Minebea)
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Representative Director, Vice Chairman
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Shigeru Moribe (currently, President and Representative Director of MITSUMI)
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Chairman of the Board
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Yoshihisa Kainuma (currently, Representative Director, President and Chief Executive Officer of Minebea)
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Representative Director, President
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Shigeru Moribe (currently, President and Representative Director of MITSUMI)
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Representative Director, Vice President
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To be determined (to be appointed by current Minebea)
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(iii)
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Management structure of the holding company after the two companies shift to a holding company structure (planned)
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Representative Director, Chairman and President
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Yoshihisa Kainuma (currently, Representative Director, President and Chief Executive Officer of Minebea)
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Representative Director, Vice Chairman
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Shigeru Moribe (currently, President and Representative Director of MITSUMI)
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(iv)
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Other
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(4)
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Share exchange ratio
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(5)
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Handling of bonds with stock acquisition rights in connection with the Share Exchange (planned)
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(6)
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Capital policy after the definitive agreement concerning the Business Integration
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The two companies will announce and implement, as necessary, whether to adopt a policy on shareholder return, including buy-back of stock, as a capital policy after the definitive agreement concerning the Business Integration based on mutual discussion and consideration, taking into account the level of profit per share factoring in factors such as the dilution resulting from the increase in the number of issued and outstanding shares (including potential shares relating to bonds with stock acquisition rights) after the Share Exchange takes effect, operating results of the two companies and synergy effects of the Business Integration.
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(1)
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Name
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Minebea Co., Ltd. | MITSUMI ELECTRIC CO., LTD. | ||||
(2)
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Location
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4106-73, Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano 389-0293, Japan | 2-11-2, Tsurumaki, Tama-shi, Tokyo, 206-8567, Japan | ||||
(3)
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Name and title of representative
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Yoshihisa Kainuma, Representative Director, President and Chief Executive Officer |
Shigeru Moribe, President and Representative Director |
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(4)
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Business
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·
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Machined components
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·
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Manufacture and sale of electrical machinery
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·
·
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Electronic devices and components
Other
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·
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Manufacture and sale of products for electronics industry applications, measurement equipment, optical equipment, medical and hygienic equipment
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· | Manufacture and sale of metals industry products and metal materials | ||||||
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·
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Manufacture and sale of ceramic products
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(5)
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Amount of capital
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68,258 million yen (as of September 30, 2015) |
39,890 million yen (as of September 30, 2015) |
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(6)
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Date of establishment
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July 1951 | January 1954 | ||||
(7)
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Number of issued shares
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399,167,695 shares (as of September 30, 2015) |
87,498,119 shares (as of September 30, 2015) |
||||
(8)
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Fiscal yearend
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March 31 | March 31 | ||||
(9)
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Number of employees
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70,206 (as of September 30, 2015) |
39,853 (as of September 30, 2015) |
||||
(10) | Major Customers | · | NIPPON STEEL & SUMITOMO METAL CORPORATION | Nintendo Co., Ltd. | |||
· | Nichia Corporation | ||||||
· | Japan Display Inc. | ||||||
(11)
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Main financing banks
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·
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Sumitomo Mitsui Trust Bank, Limited
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·
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Sumitomo Mitsui Banking Corporation
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·
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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·
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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·
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Sumitomo Mitsui Banking Corporation
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Mizuho Bank, Ltd.
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·
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THE HACHIJUNI BANK, LTD.
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Sumitomo Mitsui Trust Bank, Limited
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·
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Mizuho Bank, Ltd.
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Mitsubishi UFJ Trust and Banking Corporation
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(12)
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Major shareholders and shareholding ratios
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·
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The Master Trust Bank of Japan, Ltd. (Trust Account)
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7.03%
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· |
Japan Trustee Services Bank, Ltd. (Trust Account)
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9.97%
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·
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Japan Trustee Services Bank, Ltd. (Trust Account)
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4.53%
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· |
The Master Trust Bank of Japan, Ltd. (Trust Account)
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9.36%
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·
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Takahashi Industrial and Economic Research Foundation
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3.87%
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· |
Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account)
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3.38%
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·
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Sumitomo Mitsui Trust Bank, Limited
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3.85%
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· |
Masako Moribe
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2.83%
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·
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Japan Trustee Services Bank, Ltd. (Trust Account No. 4)
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3.39%
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· |
BNY FOR GCM CLIENT ACCOUNTS (E) GCS (Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
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2.63%
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·
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National Mutual Insurance Federation of Agricultural Cooperatives
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2.60%
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· |
BNY GCM CLIENT ACCOUNT JPRD ACISG (FE-AC) (Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
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1.67%
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·
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KEIAISHA CO., LTD.
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2.53%
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·
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The Nomura Trust and Banking Company, Limited (Investment Trust Account)
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1.65%
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·
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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2.52%
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·
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BNP PARIBAS ARBITRAGE SNC (Standing proxy: BNP Paribas Securities (Japan) Limited)
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1.39%
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·
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Sumitomo Mitsui Banking Corporation
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2.51%
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·
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BNY FOR GCM CLIENT ACCOUNTS (E) ILM (Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
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1.39%
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·
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The Dai-ichi Life Insurance Company, Limited
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1 .27%
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·
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BNP Paribas Securities (Japan) Limited
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1.17%
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(as of September 30, 2015)
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(as of September 30, 2015)
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(13) Relationship between companies | ||
Capital
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None
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Personnel
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None
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Transactional
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None
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Status as a related party
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None
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(14) Business results and financial conditions for the most recent three years
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||||||||||||||||||||||||
Fiscal year
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Minebea Co., Ltd. (consolidated) | MITSUMI ELECTRIC CO., LTD. (consolidated) | ||||||||||||||||||||||
Year ended
March 31, 2013 |
Year ended
March 31, 2014 |
Year ended
March 31, 2015 |
Year ended
March 31, 2013 |
Year ended
March 31, 2014 |
Year ended
March 31, 2015 |
|||||||||||||||||||
Net assets
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137,858 | 163,463 | 233,679 | 101,521 | 102,992 | 115,431 | ||||||||||||||||||
Total assets
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362,805 | 381,278 | 490,043 | 140,611 | 142,981 | 161,089 | ||||||||||||||||||
Net assets per share (yen)
|
351.65 | 422.62 | 604.83 | 1,160.88 | 1,177.71 | 1,319.96 | ||||||||||||||||||
Net sales
|
282,409 | 371,543 | 500,676 | 152,098 | 157,360 | 153,045 | ||||||||||||||||||
Operating income
|
10,169 | 32,199 | 60,101 | (4,382 | ) | 629 | 952 | |||||||||||||||||
Ordinary profit
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7,673 | 28,065 | 60,140 | (3,274 | ) | 2,632 | 3,980 | |||||||||||||||||
Net income
|
1,804 | 20,878 | 39,887 | (11,545 | ) | 3,228 | 3,826 | |||||||||||||||||
Net income per share (yen)
|
4.83 | 55.94 | 106.73 | (132.02 | ) | 36.92 | 43.75 | |||||||||||||||||
Dividend per share (yen)
|
7.00 | 8.00 | 12.00 |
-
|
5.00 | 14.00 |
1.
|
Figures are in millions of yen unless otherwise indicated.
|
Minebea
Minebea Co., Ltd.
4106-73, Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano 389-0293, Japan
Yasuo Komine, General Manager
Corporate Communications Office
Tel: 03-6758-6703
Email: corporate_communication@minebea.co.jp
|
MITSUMI
MITSUMI ELECTRIC CO., LTD.
2-11-2, Tsurumaki, Tama-shi, Tokyo, 206-8567, Japan
Kunihiro Noguchi, General Manager
General Affairs Dept.
Tel: 042-310-5160
Email: prwmaster@mitsumi.co.jp
|
|
(1)
|
economic and business conditions in and outside Japan;
|
|
(2)
|
changes in demand for PCs and peripherals, information and communication equipment, automobiles, consumer electronics and other devices and equipment, which are the main markets of the companies’ products, and in raw material prices, as well as exchange rate fluctuations;
|
|
(3)
|
changes in interest rates on loans, bonds and other indebtedness of the companies, as well as changes in financial markets;
|
|
(4)
|
changes in the value of assets (including pension assets) such as securities and investment securities;
|
|
(5)
|
changes in laws and regulations (including environmental regulations) relating to the companies’ business activities;
|
|
(6)
|
increases in tariffs, imposition of import controls and other developments in the companies’ main overseas markets;
|
|
(7)
|
interruptions in or restrictions on business activities due to natural disasters, accidents and other causes;
|
|
(8)
|
the companies’ being unable to reach an agreement satisfactory to both of them with respect to the details of the business integration or otherwise being unable to complete the business integration;
|
|
(9)
|
difficulty of realizing synergies or added value from the business integration by the group after the integration.
|
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