KYOTO, Japan, Feb. 4, 2011 (GLOBE NEWSWIRE) -- Nidec Corporation (NYSE:NJ) ("Nidec") today announced that its Board of Directors determined at a meeting held today to dispose of a portion of its treasury stock through a third-party allotment in a series of transactions to reorganize its group companies, as described further below.
1. Purpose of the Planned Group Company Reorganization
In an effort to achieve its goal of becoming the world's leading manufacturer of all kinds of motors, Nidec has sought to strengthen its existing businesses and launched a new mid- to long-term growth strategy, "Vision 2015," aiming to create a group of companies with a target sales level of 2 trillion yen in the fiscal year ending March 31, 2016. As part of the strategy, Nidec seeks to achieve further organic growth with a focus on general motors for home appliances and industrial use as one of its core growth businesses.
In line with this strategic focus, Nidec has decided to seek expansion of its home appliance and industrial use general motor business by merging its subsidiaries engaging in the general motor business — Nidec Techno Motor Holdings Corporation ("NTMC"), Nidec Shibaura Corporation ("NSBC") and Nidec Power Motor Corporation ("NPMC") — and streamlining the research and development, manufacturing and sales operations relating to such general motors.
For this purpose, NPMC plans to merge into NSBC and become NSBC's wholly-owned subsidiary (effective as of March 21, 2011) through a share exchange transaction between NPMC and NSBC where the shareholders of NPMC other than NSBC will receive shares of Nidec common stock as consideration for their NPMC shares (sankaku kabushiki koukan) (the "Share Exchange Transaction"). Subject to the effectiveness of the Share Exchange Transaction, NPMC plans to merge into NSBC by absorption (effective as of March 21, 2011) (the "First Merger Transaction").
Subsequently, NSBC plans to merge into NTMC by absorption (effective as of April 1, 2011) (the "Second Merger Transaction").
Nidec plans to dispose of shares of its treasury stock by selling them to NTMC as part of the series of transactions described above to reorganize its group companies. NTMC is expected to enter into the Share Exchange Transaction using the purchased shares of Nidec treasury stock as consideration.
2. Schedule for the Planned Group Company Reorganization
3. Disposal of Treasury Stock by Sale
(1) Summary of the Planned Disposal of Treasury Stock by Sale
(2) Proceeds from Disposal of Treasury Stock by Sale
(3) Use of Proceeds
The planned disposal of treasury stock by sale is not for financing purposes but for the purpose of reorganizing Nidec's group companies as described in "1. Purpose of the Planned Group Company Reorganization."
(4) Considerations as to Reasonableness of the Terms of Disposal of Treasury Stock by Sale
- Basis for Determining the Terms of Sale (including Sale Price)
The sale price has been determined to be 7,870 yen, which is the closing price of Nidec common stock on the Osaka Securities Exchange on the day immediately prior to the relevant board approval (February 4, 2011).
- Basis for Determining the Size of Sale and Dilutive Effect
Nidec expects that the planned disposition of treasury shares by sale will not have a significant dilutive effect on Nidec common stock or have a significant impact on the markets where Nidec common stock is traded as the percentage of the shares of treasury stock subject to the planned disposal by sale to the total issued shares of Nidec common stock is 0.0008%.
- Confirmation of Purchaser's Funds
Nidec has confirmed, based on NTMC's financial statements and other information, that, in light of its sales, total assets and total equity and other financial indicators, NTMC has sufficient cash necessary for the purchase of the treasury shares Nidec plans to dispose to NTMC.
(5) Overview of NTMC (as of March 31, 2010)
(6) Major Shareholders and Shareholding Ratios Immediately After the Disposal
(7) Procedural Requirements under Regulations Relating to Codes of Corporate Conduct
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.
5. Expected Impact on Financial Results
The planned disposal of treasury stock by sale is not expected to have a significant impact on Nidec's results of operations for the fiscal year ending March 31, 2011 either on a consolidated basis or on a non-consolidated basis. The Share Exchange Transaction, the First Merger Transaction and the Second Merger Transaction are not expected to have a significant impact on Nidec's consolidated results of operations for the fiscal year ending March 31, 2011.
6. Financial Results and Equity Finance for the Most Recent Three Fiscal Years
(1) Financial Results for the Most Recent Three Fiscal Years (consolidated, in millions of yen)
(2) Numbers of Issued Shares and Residual Securities (as of September 30, 2010)
(3) Recent Stock Price Performance
1. Most recent three fiscal years
2. Most recent six months
3. Stock price on the date immediately preceding the board approval for sale
(4) Equity finance for the most recent three fiscal years
Nidec determined, at a meeting of its Board of Directors held on September 2, 2010, to issue up to, and issued on September 21, 2010, an aggregate principal amount of 100 billion yen of euro yen convertible-bond-type bonds with stock acquisition rights due 2015 (including a greenshoe option of 20 billion yen).
Cautionary Statement Concerning Forward-Looking Information
This press release contains forward-looking statements regarding the intent, belief, strategy, plans or current expectations of Nidec or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the anticipated benefits of the planned transactions not being realized, shifts in technology or user preferences for particular technologies, and changes in economic or regulatory environments. Nidec does not undertake any obligation to update the forward-looking statements contained herein, nor to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
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CONTACT: Masahiro Nagayasu General Manager Investor Relations +81-75-935-6140 ir@jp.nidec.com