Press Release

NSK to Sell Subsidiary through Share Transfer

(From left)Mr. Sugimoto, V Technology Co., Ltd. and Mr. Otsuka, NSK Ltd.
(From left)
Mr. Sugimoto, V Technology Co., Ltd.
and Mr. Otsuka, NSK Ltd.

NSK Ltd. (NSK; Headquarters: Tokyo, Japan; President and CEO: Norio Otsuka) announced today that it has resolved to transfer its 100% stake in NSK Technology Co., Ltd. To V Technology Co., Ltd.(V Technology; Headquarters: Yokohama, Japan; President : Shigeto Sugimoto). The decision was made at an extraordinary meeting of the NSK Board of Directors held today.

1. Reason for the share transfer

NSK Technology Co., Ltd. was established in 2011 by spinning off NSK's business for making exposure equipment used in flat-panel display (FPD) production. The aim was to strengthen the business and enable it to respond quickly to market changes and meet diverse customer needs. NSK Technology has steadily improved its market position, while overcoming severe market conditions and stagnant demand resulting from a downturn in the business cycle.

Demand is growing in newly emerging countries such as China, along with needs for high-definition TVs. The market for exposure equipment is expected to expand in the medium to long term, and downward pressure is also anticipated along with price reductions for LCD TVs and smartphones. NSK has been engaged in ongoing discussions concerning how to further streamline its business and increase competitiveness.

Therefore, a recent offer from V Technology to acquire this business prompted NSK to make thorough investigations into the sale. Ultimately, it was determined that management integration with the industry-leading technical and service capabilities of V Technology would be the best choice for maximizing the value of the exposure equipment business. Now NSK is pleased to announce that it has accepted V Technology's offer for the acquisition of NSK Technology.

2. Overview of the subsidiary to be transferred

(1) Company name NSK Technology Co., Ltd.
(2) Head office 1-6-3 Ohsaki, Shinagawa-ku, Tokyo, Japan
(3) Representative Director Kazuhito Tennichi, President and Representative Director
(4) Description of business Manufacture and sale of exposure equipment and components for FPD production
(5) Capital 350 million yen
(6) Date established July 1, 2011
(7) Major shareholders and ownership NSK Ltd. 100%
(8) Relationships with the parent company
Capital relationship
NSK owns 100% of the issued shares of NSK Technology
HR relationship
2 directors and 1 auditor of NSK Technology are also officers of NSK
Transaction relationship
NSK provides products and services to NSK Technology.
(9) Consolidated financial conditions and results for the most recent three years
(Millions of yen; yen for per share figures)
Fiscal year FY 2011 FY 2012 FY 2013
Net assets 1,531 1,747 1,410
Total assets 3,168 5,097 5,097
Net assets per share 382.89 436.93 352.68
Net sales 4,482 3,164 11,725
Operating income 221 (41) (479)
Ordinary income 279 (23) (473)
Net income 113 39 (393)
Net income per share 28.44 9.82 (98.26)
Dividend per share - - -

3. Overview of the purchasing company (as of March 31, 2014)

(1) Company name V Technology Co., Ltd.
(2) Head office 134 Godo-cho, Hodogaya-ku, Yokohama-shi, Kanagawa, Japan
(3) Representative Director Shigeto Sugimoto, President
(4) Description of business Manufacture and sales of FPD production equipment
(5) Capital               2,408 million yen
(6) Date established October 16, 1997
(7) Consolidated net assets 8,089 million yen
(8) Consolidated total assets  15,892 million yen
(9) Major shareholders and ownership Shigeto Sugimoto: 11.81%
Shinryo Corporation: 8.62%
(10) Relationship with the purchasing company There are no interactions between NSK and V Technology that would constitute a capital, HR, or transaction relationship requiring disclosure. There are also no capital, HR, or transaction relationships requiring disclosure between of any the interested parties or affiliated companies of NSK and V Technology, respectively.

4. Share ownership before and after the transfer

(1) Number of shares owned by NSK before the transfer  4,000
(Number of voting shares: 4,000) 
(Ratio of voting shares: 100%)
(2) Number of shares to be transferred 4,000
(Number of voting shares: 4,000)
(3) Number of shares owned by NSK after the transfer 0
(Number of voting shares: 0) 
(Ratio of voting shares: 0%)
(4) Price of transferred shares  2,000 million yen

5. Timetable

(1) Date of NSK Board of Directors resolution April 21, 2015
(2) Contract signing date April 21, 2015
(3) Planned share transfer date June 1, 2015 (scheduled)

6. Future prospects

NSK does not expect any significant effects from this transfer on its consolidated financial performance for the year ending March 31, 2016.