Tokyo, Japan, May 21, 2010 - NSK Ltd. (NSK; Headquarters: Tokyo, Japan; President and CEO: Norio Otsuka) announced today that its Board of Directors resolved at a meeting held on May 21, 2010, to merge its wholly owned subsidiary, NSK Fukushima Co., Ltd. (hereafter, “NSK Fukushima”) by absorption. Details are provided below; however, some items and details normally required for disclosure have been omitted since this merger is a simple merger with a wholly owned subsidiary.
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Press Release
May 21, 2010
NSK Ltd.
CSR Division Headquarters
Public Relations Department
Notice of Consolidated Subsidiary Merger
Purpose of merger
NSK Fukushima manufactures various types of bearings which constitute a part of the NSK Group's product line. NSK decided to merge NSK Fukushima by absorption with the aim of strengthening its corporate structure through unified group management.
Overview of merger
- 1) Timetable
- Resolution by the Board of Directors to conduct this merger: May 21, 2010 (Friday)
Conclusion of the merger agreement: May 21, 2010 (Friday)
Effective date of this merger: July 1, 2010 (Thursday) (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 NSK Fukushima 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 NSK Fukushima 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.
Details of the companies undertaking the merger by absorption (as of March 31, 2010)
| Company that will continue | Company that will be dissolved | |||
|---|---|---|---|---|
| 1) Company name | NSK Ltd. | NSK Fukushima Co., Ltd. | ||
| 2) Head office | 1-6-3 Ohsaki, Shinagawa-ku, Tokyo | 1-6-3 Ohsaki, Shinagawa-ku, Tokyo | ||
| 3) Representative | Norio Otsuka President and CEO |
Fumio Ogiso President and Representative Director |
||
| 4) Description of business | Manufacture and sale of industry machinery bearings, automotive products, precision machinery and parts, and other products | Manufacture and sale of various types of bearings | ||
| 5) Capital | 67,176 million yen | 6,000 million yen | ||
| 6) Date established | November 8, 1916 | July 2, 2001 | ||
| 7) Number of shares issued and outstanding | 551,268,000 shares | 120,000 shares | ||
| 8) Fiscal year-end | March 31 | March 31 | ||
| 9) Major shareholders and ownership | The Master Trust Bank of Japan, Ltd. (Trust Account) |
7.55% | NSK Ltd. | 100% |
| Fukoku Mutual Life Insurance Company | 5.91% | |||
| Nippon Life Insurance Company | 5.65% | |||
| 10) Financial position and performance results in the previous fiscal year | ||||
| Fiscal year | Year ended March 31, 2010 (consolidated) | Year ended March 31, 2010 (non-consolidated) | ||
| Net assets | 264,688 million yen | 6,086 million yen | ||
| Total assets | 789,624 million yen | 12,091 million yen | ||
| Net asset per share | 458.65 yen | 50,720.40 yen | ||
| Net sales | 587,572 million yen | 18,475 million yen | ||
| Operating income | 11,305 million yen | 356 million yen | ||
| Ordinary income | 7,598 million yen | 316 million yen | ||
| Net income | 4,765 million yen | 187 million yen | ||
| Net income per share | 8.82 yen | 1,559.63 yen | ||
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.