Nidec Corporation signed a share exchange agreement to acquire an additional 34.43% stake in Nidec-Read Corporation from Shigenobu Nagamori, SN Kohsan Ltd., Takebishi Corporation, The Dai-Ichi Life Insurance Company, Limited, The Master Trust Bank of Japan, Ltd - Retirement benefit trust, The Bank of Kyoto, Ltd. and other shareholders for ¥7 billion.
April 22, 2014
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Nidec Corporation (TSE:6594) signed a share exchange agreement to acquire an additional 34.43% stake in Nidec-Read Corporation (TSE:6833) from Shigenobu Nagamori, SN Kohsan Ltd., Takebishi Corporation (TSE:7510), The Dai-Ichi Life Insurance Company, Limited (TSE:8750), The Master Trust Bank of Japan, Ltd - Retirement benefit trust, The Bank of Kyoto, Ltd. (TSE:8369) and other shareholders for ¥7 billion in stock on April 22, 2014. Nidec Corporation will issue 0.243 shares for each share in Nidec-Read and expects to issue a total of 1.42 million shares in the transaction. Nidec owns 58.21% stake directly and 7.36% indirectly through Japan Trastee Services Bank, Ltd. in Nidec-Read. Shigenobu Nagamori will sell 5.36% in the transaction. As a result of the share exchange, Nidec-Read is expected to become a wholly owned subsidiary of Nidec. The share exchange is expected to result in no change to Nidec Corporation's corporate name, the address of its head offices, the name and title of its representative, its businesses, its capitalization and its financial period.
Board of directors of Nidec and Nidec-Read has approved the transaction. The completion of transaction is subject to approval by Nidec-Read's shareholders at an ordinary general meeting scheduled to be held on June 17, 2014. Nidec-Read's stock is expected to be delisted from the Tokyo Stock Exchange on September 26, 2014. The share exchange transaction was approved by shareholders of Nidec-Read in June 2014. Oh-Ebashi LPC & Partners acted as legal advisor for Nidec Corporation and Nagashima Ohno & Tsunematsu acted as legal advisor for Nidec Read. Deloitte Tohmatsu Financial Advisory LLC acted as a fairness opinion provider for Nidec-Read.
TAKEBISHI CORPORATION is a Japan-based company mainly engaged in the sale of industrial equipment and systems, semiconductor devices, social infrastructure equipment, information and communication equipment, as well as the development of software. The Company operates through two business segments. The Factory Automation (FA) and Device segment is mainly engaged in the sale of industrial equipment and systems, semiconductors and devices, as well as the development of software. The Social and Information Communication segment is mainly engaged in the sale of cooling and heating equipment, building equipment, heavy power equipment, electronic medical equipment and other social infrastructure equipment, mobile phone and other information communication equipment, as well as the development of software. The Company is also engaged in the logistics business, maintenance business, and construction businesses.
Nidec Corporation signed a share exchange agreement to acquire an additional 34.43% stake in Nidec-Read Corporation from Shigenobu Nagamori, SN Kohsan Ltd., Takebishi Corporation, The Dai-Ichi Life Insurance Company, Limited, The Master Trust Bank of Japan, Ltd - Retirement benefit trust, The Bank of Kyoto, Ltd. and other shareholders for ¥7 billion.
TAKEBISHI CORPORATION 