KYOTO, Japan, Dec. 12, 2022 (GLOBE NEWSWIRE) — Nidec Corporation (TSE: 6594; OTC US: NJDCY) (the “Company” or “Nidec”) announced today that, at its board meeting held today, it has resolved to implement share exchange transactions to make Nidec OKK Corporation (TSE: 6205) (“Nidec OKK,” and the Company and Nidec OKK will be collectively referred to as the “two companies” hereinafter) a wholly owned subsidiary of the Company, which will serve as the wholly owning parent company, and that the two companies have signed a share exchange agreement (the “Share Exchange Agreement”).
The Share Exchange is expected to become effective on March 1, 2023 (the “Share Exchange Effective Date”), subject to approval by Nidec OKK’s shareholders at an extraordinary general meeting scheduled to be held on February 15, 2023. The Company intends to use a simplified share exchange procedure in accordance with Article 796, Paragraph 2, of the Companies Act, without obtaining the approval of its shareholders for the Share Exchange. Nidec OKK’s stock is expected to be delisted from the Tokyo Stock Exchange’s Standard Market prior to the Share Exchange Effective Date, and the delisting is currently expected to take effect on February 27, 2023 (the last trading date being February 24, 2023).
Outline of the Share Exchange
(1) Schedule for the Share Exchange
| Meeting of the Board of Directors for approval of the Share Exchange Agreement (the two companies) | December 12, 2022 |
| Execution of the Share Exchange Agreement (the two companies) | December 12, 2022 |
| Reference date for the extraordinary general meeting of shareholders for approval of the Share Exchange (Nidec OKK) | December 27, 2022 (plan) |
| Extraordinary meeting of shareholders for approval of the Share Exchange (Nidec OKK) | February 15, 2023 (plan) |
| Last trading date (Nidec OKK) | February 24, 2023 (plan) |
| Delisting (Nidec OKK) | February 27, 2023 (plan) |
| Share Exchange Effective Date | March 1, 2023 (plan) |
(2) Method of the Share Exchange
As a result of the Share Exchange, the Company is expected to become the parent company owning all of the outstanding shares in Nidec OKK, and Nidec OKK is expected to become a wholly owned subsidiary of the Company. The Share Exchange is expected to take effect on March 1, 2023, subject to approval by Nidec OKK’s shareholders at an extraordinary general meeting scheduled to be held on February 15, 2023. The Company intends to use a simplified share exchange procedure in accordance with Article 796, Paragraph 2, of the Companies Act, without obtaining the approval of its shareholders for the Share Exchange.
(3) Details of share allotment in the Share Exchange
| Company Name | Nidec Corporation (Parent) |
Nidec OKK Corporation (Subsidiary to be wholly owned) |
| Share Exchange Ratio | 1 | 0.128 |
| Share to be issued based on the Share Exchange | The Company’s common stock: 1,016,993shares (plan) | |
Through the foregoing transaction, the two companies will aim to, among others, improve their management flexibility, further strengthen their group strategy, and cancel the parent-subsidiary stock listing for reducing expenses, etc. in order to improve business management efficiency for the purpose of enhancing the two companies’ corporate values.
More detailed information is available at:
https://www.nidec.com/-/media/www-nidec-com/ir/news/2022/1212-02/221212-02e.pdf
