Nidec to Acquire Honda Elesys Co., Ltd.
KYOTO, Japan, Oct. 30, 2013 (GLOBE NEWSWIRE) -- Nidec Corporation (NYSE:NJ)
(the "Company" or "Nidec") today announced that it has agreed to acquire all
of the shares of Honda Elesys Co., Ltd. ("Elesys") from its shareholders,
Honda Motor Co., Ltd. ("Honda"), NEC Corporation, Showa Corporation and Nissin
Kogyo Co., Ltd. (the shareholders are correctly referred to as the
"Shareholders") (the "Transaction"). For this purpose, the Company entered
into a stock purchase agreement (the "Stock Purchase Agreement") with each of
the Shareholders as of today.
1.Purpose and background of the Transaction
With its fundamental business strategy to specialize in the area of various
motors and other products that "spin and move" and in the area of related
application products, equipment and parts, Nidec Group has developed its
business in a wide range of markets for motors, including information
technology, automotive motors, home appliances, commercial and industrial
equipment and others.
The Company began to expand its automotive motor business in December 2006 by
acquiring the Motors & Actuators business (currently, Nidec Motors &
Actuators) from Valeo S.A., a French company.Since then, as one of its
priority strategic areas, Nidec Group has actively engaged in acquisitions of
automotive motor businesses, including the acquisition of Jiangsu Kaiyu Auto
Appliance Co., Ltd. (currently, Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd.)
in December 2012 and the expected acquisition by Nidec Sankyo Corporation, a
subsidiary of Nidec, of Mitsubishi Materials C.M.I. Corporation pursuant to a
basic agreement signed in September 2013.
Elesys, the subject company of the Stock Purchase Agreement, is a subsidiary
of Honda and one of the world-leading electronics system manufacturers that
develops, manufactures and sells electronic control units for automobiles.
In the market of electric power steering (EPS) motors, integration with
electronic control unit (power-pack) is increasingly required.By combining
the Company's EPS motors with Elesys' electronic control units (ECU), the
motor business has the potential to be transformed into a module business,
facilitating a great stride for the Company toward the Company's goal to be
the "world's top global mega supplier" in the area of automotive components.
The Company anticipates extensive synergies in the Transaction.In particular,
given the increasing power-packing of every automotive motor (in addition to
EPS, motors for engine cooling fans (ECF), power windows (W/L) and sun roofs
(S/R), etc.), Elesys' advanced ECU control technology is expected to improve
the Company's motor performance further and enable low cost and high
performance, with a great potential for expansion in the power-pack business
with respect to EPS, ECF, W/L and S/R, etc.The Company is aiming to enter
into the main traction motor market for electric/hybrid cars in the future,
and the Transaction is expected to enable the Company to make proposals for
new systems in that market.In addition to product technologies, synergies
with global development of business, development and manufacturing bases are
Additionally, the Company expects to expand its business through
collaborations with its group companies that manufacture automobile-related
products, such as combining sensor cameras of Nidec Copal Corporation with
millimeter wave radar of Elesys, transmission control unit of Nidec Tosok
Corporation with control system of Elesys, and overhead display monitor of
Nidec Sankyo Corporation with control system of Elesys.
By utilizing Nidec Group's sales network for automotive motors, sales
synergies are also anticipated as Elesys is expected to have a greater
opportunity to sell its products beyond the Honda group.
Elesys is a front-runner of research and development in the area of advanced
safety technologies (adaptive cruise control, lane keeping assist, motion
adaptive EPS and collision damage mitigation system, etc.).This area will be
further explored by utilizing the management resources of Nidec Group.
2.Information on Elesys
(1) Company Name: Honda Elesys Co., Ltd.
(2) President: Katsuhiko Takebe
(3) Headquarters: North Square I, Yokohama Business Park
134 Godo-cho, Hodogaya-ku, Yokohama City,
(4) Locations of Operation: Utsunomiya Office (manufacturing and procurement)
Utsunomiya Development Center (development)
(5) Overseas Subsidiaries: Elesys North America Inc. (Atlanta, Georgia, the
Zhongshan Elesys Co., Ltd. (Zhongshan City,
Guangdong Province, China)
Elesys Asia Co., Ltd. (Amata Nakorn Industrial
Estate, Chonburi Province, Thailand)
(6) Principal Businesses: Development, manufacturing and sale of automobile
electronic control units for car bodies
(7) Employees: 742 (as of the end of March 2013, consolidated)
(8) Capital Amount: JPY 1.95 billion
(9) Outstanding Shares: 72,000 shares
Honda (60.8%), NEC Corporation (33.4%), Showa
(10) Major Shareholders (%): Corporation (2.9%) and Nissin Kogyo Co., Ltd.
(11) Sales: JPY 33.2 billion (in the fiscal year ending March
(12) Net Assets: JPY 13.3 billion (in the fiscal year ending March
(13) Total Assets: JPY 21.2 billion (in the fiscal year ending March
3.Information on Transaction
(2) Payment and Funding
Cash on hand
(3) Transaction Structure
Nidec will acquire all of the shares of Elesys from the Shareholders.
(4) Time Schedule
The Transaction will be closed by the end of March 2014 (planned).The
closing date may be changed depending on the status of approvals to be
obtained from authorities.
4. Information on Honda
(1) Company Name: Honda Motor Co., Ltd.
(2) Headquarters: 2-1-1, Minami-Aoyama, Minato-ku, Tokyo
(3) President: President, CEO & Representative Director, Takanobu
(4) Research, Development, Manufacturing and Sale of
Principal Businesses: Transportation Machinery (Motorcycles, Automobiles
and General-purpose Products, etc.)
(5) Capital Amount: JPY 86 billion (as of the end of March 2013)
(6) Establishment: September 1948
5.Effect on Financial Performance for the Current Fiscal Year
Nidec intends to make appropriate disclosure of the impact of the Transaction
described herein on its consolidated financial performance for the current
fiscal year and announce any changes to its financial performance forecasts in
accordance with the applicable rules of the Tokyo Stock Exchange once such
details are determined.
Cautionary Statement Concerning Forward-Looking Information
This press release contains forward-looking statements regarding the intent,
belief, strategy, plans or expectations of the Nidec Group 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 risks to successfully
completing the planned transaction, the anticipated benefits of the planned
transaction not being realized, changes in general economic conditions
particularly in the automobile, information technology, home appliance,
industrial and commercial machinery and equipment, computer and related
product markets, shifts in technology or user preferences for particular
technologies, and changes in business and regulatory environments. The Nidec
Group does not undertake any obligation to update the forward-looking
statements contained herein or the reasons why actual results could differ
from those projected in the forward-looking statements except as required by
CONTACT: Masahiro Nagayasu
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