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Minebea Co., Ltd. ("Minebea") hereby announces that it had reached a resolution at a board of directors meeting held on March 1, 2013 to merge and acquire Minebea Motor Manufacturing Corporation ("MMMC"), its wholly-owned consolidated subsidiary.
Since this merger is an absorption merger of a wholly -owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of merger
MMMC had been set up in April 2004 as a joint venture with Panasonic Corporation for the motor information business, with Minebea owning a 60% stake and Panasonic 40%. In accordance with the dissolution of the joint venture in February 2013, it has become a wholly-owned subsidiary of Minebea. With the absorption on this occasion, we will aim to establish a stronger business foundation and further expansions to our business through effective allocations of management resources and efficiency in business procedures.
2. Summary of merger
(1) Schedule of merger
Board of directors' meeting dissolution for merger March 1, 2013
Entry into merger agreement March 1, 2013
Scheduled date of merger (effective date) April 2, 2013
(Note) As this merger constitutes a simple merger based on the provisions of Article 796, paragraph (3) of the Companies Act and Article 784, paragraph (1) of the same law, it is being executed without obtaining the approval of the shareholders' meeting at Minebea or MMMC concerning the merger agreement.
(2) Method of merger
An absorption-type method in which Minebea will be the successor company and MMMC will be dissolved.
(3) Details of allotment of shares related to merger
As Minebea owns all shares issued by MMMC, there will be no new stock issues or money to be exchanged in this merger.
(4) Handling of the dissolving company's subscription rights to shares and bonds with subscription rights to shares
The dissolving company has not issued subscription rights to shares or bonds with subscription rights to shares.
3. Overview of companies involved in the merger
4. Conditions after merger
There will be no changes to Minebea's company name, head office location, description of business, name and title of the representative, capital or fiscal year as a result of this merger.
5. Outlook for the Future
Since this is a merger with our wholly-owned subsidiary, there will be no impact on consolidated results. As to non-consolidated results, the difference between the amount of net assets expected at the end of the current period and MMMC's book value, equivalent to about 3.1 billion yen, will be appropriated in the company's extraordinary losses for this period as loss on valuation of stock of subsidiaries and affiliates.
Company Name: Minebea Co., Ltd.
Representative: Yoshihisa Kainuma
Representative Director,
President and Chief Executive Officer
(Code No. 6479, TSE Div. No.1)
Contact: Hiromi Yoda
Managing Executive Officer
Deputy Officer in charge of Administration,
Planning, Accounting Division
Tel: +81-(0)3-6758-6711
| Product Model | Inside Diameter | Outside Diameter | Thickness |
| 6021 NACHI | 105 | 160 | 26 |
| 16021 NACHI | 105 | 160 | 18 |