O Firmie - 2012-02-07
Absorption Merger to Strengthen NSK’s Precision Machinery and Parts Business Segment
NSK Ltd. announced today that it will conduct an absorption merger with its wholly owned subsidiary NSK Precision Co., Ltd. (hereafter, “NPJ”). This is a simple merger with a wholly owned subsidiary.
1. Purpose of merger
NPJ has been manufacturing precision machinery and parts for the NSK Group such as ball screws and linear guides. To strengthen profitability and further expand in this segment, NSK is transferring production from NPJ to NSK Kyushu Co., Ltd. and to Shenyang NSK Precision Co., Ltd., established in Shenyang, China in August 2009. As the transfer is progressing on schedule smoothly, NSK has decided to conduct this merger by absorption. Integration of the Japanese sales divisions of NPJ into NSK had already been completed in 2009. Through this merger, NSK will be able to offer even more advanced technology of precision machinery and parts to customers due to the combination of strengths of both NSK and NPJ in NSK’s Industrial Machinery Business Division.
2. Overview of merger
|Resolution by the Board of Directors to conduct merger||February 3, 2012 (Friday)|
|Conclusion of the merger agreement||February 3, 2012 (Friday)|
|Effective date of merger||July 1, 2012 (Sunday) (scheduled)|
Note: Because this merger falls within the scope of a simple merger as defined under Article 796, Item 3, of Japan's Companies Act, and a short-form merger as defined under Article 784, Item 1, of the Companies Act, NSK and NPJ will not hold their respective general meetings of shareholders for obtaining approval for the merger agreement.
(2) Method of merger
This merger will be implemented by way of merger by absorption, in which NSK will continue its operations and NPJ will be dissolved.
(3) Compensation for merger
Since this is a merger with a wholly owned subsidiary, there will be no issuance of new shares or other provision of compensation.
(4) Handling of the dissolved company's new share subscription warrants and bonds with subscription warrants
This item is not applicable to this merger.
3. Details of the companies undertaking the merger by absorption (as of March 31, 2011)
|Merging Company||Merged Company|
|(1) Company Name||NSK Ltd.||NSK Precision Co., Ltd.|
|(2) Head Office||1-6-3 Ohsaki, Shinagaqa-ku, Tokyo, Japan||1-6-3 Ohsaki, Shinagawa-ku, Tokyo, Japan|
|(3) Representative Director|| |
Norio Otsuka, President and CEO
|Kazuo Ide, Representative Director and President|
|(4) Business areas||Manufacture and sale of industry machinery bearings, automotive products, precision machinery & parts and other products||Manufacture and sale of precision machinery & parts|
|(5) Capital||67,176 million yen||10,000 million yen|
|(6) Date of establishment||8 November, 1916||1 October, 2012|
|(7) Number of shares issued and outstanding||551,268,000 shares||200,000 shares|
|(8) Fiscal year end||March 31||March 31|
|(9) Major shareholders and ownership||The Master Trust Bank of Japan, Ltd. (Trust Account) 7.05% |
Fukoku Mutual Life Insurance Company 5.80%
Nippon Life Insurance Company 5.54%
|NSK Ltd., 100%|
(10) Financial position and performance results in the previous fiscal year
|Fiscal year||Fiscal year ended March 31, 2011 (consolidated)||Fiscal year ended March 31, 2011 (non-consolidated)|
|Net assets||275,269 million yen||6,275 million yen|
|Total assets||788,626 million yen||18,709 million yen|
|Net assets per share||475.45 yen||31,379.68 yen|
|Net sales||710,431 million yen||29,395 million yen|
|Operating income or loss||43,524 million yen||(714 million yen)|
|Ordinary income or loss||38,572 million yen||(951 million yen)|
|Net income or loss||26,110 million yen||(679 million yen)|
|Net income or loss per share||48.30 yen||(3,398.99 yen)|
Note: The merging company is a company subject to consolidated dividend regulations.
4. Company status following the merger by absorption
There will be no change to NSK's company name, head office location, representative, description of business, capitalization or fiscal year as a result of this merger.
5. Financial outlook
NSK does not expect any significant effects on its consolidated financial performance from this merger since the absorbed company, NPJ, is a wholly owned subsidiary.