Tokyo, Japan, February 24, 2023 – NSK Ltd. (hereinafter, “NSK”; Headquarters: Tokyo, Japan; President and CEO: Akitoshi Ichii) hereby announces that it has resolved today to conduct a structural reorganization (hereinafter, the “Reorganization”) of the NSK steering business (hereinafter, the “Steering Business”). The Reorganization includes an absorption-type company split (hereinafter the "Company Split") with ADTech Corporation (hereinafter, "ADTech"), a wholly owned subsidiary of NSK as a main part.
As the Company Split is a simplified absorption-type company split in which the Steering Business will be succeeded by a wholly-owned subsidiary of the Company, the particulars and content for disclosure have been partially abridged.
1. Purpose of the Reorganization, Including the Company Split
Through the Reorganization, including the Company Split, NSK will establish the foundation for an independently profitable business organization with ADTech as its global headquarters and strengthen business segment management by succeeding major steering business assets to ADTech, including the shares of its Steering Business subsidiaries.
2. Summary of the Reorganization
(1) Through the Reorganization, including the Company Split, the shares of all subsidiaries in the Steering Business, excluding Indian subsidiary RANE NSK STEERING SYSTEMS PRIVATE LTD., will be transferred to ADTech.
(2) As a result of the Company Split, all assets, etc. related exclusively to the Steering business other than those described in (1) above will be succeeded to ADTech. Rights and obligations for external transactions related to sales/procurement (excluding joint development contracts, development consignment contracts, and license contracts) and the employment contracts of employees related to the Steering Business are not subject to the Company Split.
(3) As a result of the Company Split, functions belonging to the Steering Business, including technology development and design, quality assurance, marketing, and administration will be succeeded to ADTech. NSK will continue to handle sales/procurement functions for the present time.
(4) After the Company Split takes effect, NSK will transfer its shares in RANE NSK STEERING SYSTEMS PRIVATE LTD. to ADTech.
| (Japan) | |
|---|---|
| ADTech : | ADTECH CORPORATION (ADTech's company name will be changed to NSK Steering & Control, Inc. after the Company Split is effective) |
| NSSH : | NSK STEERING SYSTEMS CO., LTD. |
| KNSS : | NSS KANRA CO., LTD. |
| (United Kingdom) | |
| EHQ : | NSK EUROPE LTD. |
| (Poland) | |
| NSSP : | NSK STEERING SYSTEMS EUROPE (POLSKA) SP.Z O.O. |
| (Morocco) | |
| NSSM : | NSK STEERING SYSTEMS MOROCCO S.A.R.L |
| (United States of America) | |
| AHQ : | NSK AMERICAS, INC. |
| NSSA : | NSK STEERING SYSTEMS AMERICA, INC. |
| (China) | |
| NSS-CHol : | NSK AUTOMOTIVE COMPONENTS CO., LTD. |
| NSSC : | NSK STEERING SYSTEMS DONGGUAN CO., LTD. |
| NSSX : | NSK HANGZHOU AUTOMOTIVE ELECTRONIC TECHNOLOGY CO., LTD. |
| NWSS : | NSK HANGZHOU AUTOMOTIVE COMPONENTS CO., LTD. |
| (Thailand) | |
| SNSS : | SIAM NSK STEERING SYSTEMS CO., LTD. |
| (India) | |
| RNSS : | RANE NSK STEERING SYSTEMS PRIVATE LTD. |
3. Overview of the Company Split
(1) Schedule
| Date of resolution by NSK’s CEO and ADTech’s board of directors approving the Company Split | February 24, 2023 (Fri) |
|---|---|
| Date of execution of the Company Split agreement | February 24, 2023 (Fri) |
| Date of General Meeting of Shareholders (ADTech) | March 13, 2023 (Monday) |
| Effective date of the Company Split | April 1, 2023 (Sat) (scheduled) |
Note: As the Company Split falls under a short-form company split under Article 784, Item 2, of the Companies Act of Japan, NSK will not hold a general meeting of shareholders to obtain approval for the Company Split agreement.
(2) Method of the Company Split
The Company Split will be implemented by way of an absorption-type company split, in which NSK will serve as a splitting company and ADTech will serve as the successor company.
(3) Allotment under the Company Split
ADTech will issue 2,000 shares of common stock at the time of the Company Split, the entirety of which will be allocated and issued to NSK.
(4) Handling of Share Acquisition Rights and Corporate Bonds with Share Acquisition Rights of the Splitting Company under the Company Split
Not applicable.
(5) Change in Capital Stock
The Company Split will cause no change in NSK’s capital stock.
(6) Rights and Obligations to be Succeeded by the Successor Company (ADTech)
ADTech will succeed from NSK assets and contracts related to the Steering Business, as well as the rights and obligations associated with these assets and contracts, as stipulated in the Company Split agreement. Rights and obligations for external transactions related to sales/procurement (excluding joint development contracts, development consignment contracts, and license contracts) and the employment contracts of employees related to the Steering Business are not subject to the Company Split.
(7) Outlook for Performance of Obligations
ADTech is not expected to encounter any difficulty in carrying out its due obligations after the effective date of the Company Split.
4. Profile of the Parties in the Company Split
Splitting Company in the Company Split
| 1) | Company name | NSK Ltd. | |
| 2) | Head office | 1-6-3 Ohsaki, Shinagawa-ku, Tokyo | |
| 3) | Representative | Akitoshi Ichii President and CEO |
|
| 4) | Description of business | Manufacture and sale of industrial machinery bearings, automotive products, precision machinery and parts, and other products | |
| 5) | Capital | 67,176 million yen | |
| 6) | Date established | November 8, 1916 | |
| 7) | Number of shares issued and outstanding | 551,268,000 shares | |
| 8) | Fiscal year-end | March 31 | |
| 9) | Major shareholders and ownership (as of September 30, 2022) |
The Master Trust Bank of Japan, Ltd. (Trust Account) | 15.35% |
| Custody Bank of Japan, Ltd. (Trust Account) | 6.87% | ||
| Meiji Yasuda Life Insurance Company | 5.29% | ||
| Fukoku Mutual Life Insurance Company | 4.29% | ||
| Nippon Life Insurance Company | 4.22% | ||
| 10) Business Performance and Financial Condition in the Last Fiscal Year | |||
| Fiscal year | Year ended March 31, 2022 (consolidated) | ||
| Net assets | 617,800 million yen | ||
| Total assets | 1,234,551 million yen | ||
| Net assets per share | 1,204.63 yen | ||
| Net sales | 865,166 million yen | ||
| Income before income taxes | 29,516 million yen | ||
| Net income attributable to owners of the parent | 16,587 million yen | ||
| Net income per share | 32.35 yen | ||
Successor Company in the Company Split
| 1) | Company name | ADTech Corporation |
| 2) | Head office | 1-6-3 Ohsaki, Shinagawa-ku, Tokyo |
| 3) | Representative | Osamu Miyoshi President and CEO |
| 4) | Description of business | Research and development of automotive components |
| 5) | Capital | 200 million yen |
| 6) | Date established | September 30, 2010 |
| 7) | Number of shares issued and outstanding | 8,000 shares |
| 8) | Fiscal year-end | March 31 |
| 9) | Major shareholders and ownership | NSK Ltd. 100 % |
| 10) Business Performance and Financial Condition in the Last Fiscal Year | ||
| Fiscal year | Year ended March 31, 2022 (non-consolidated) | |
| Net assets | 500 million yen | |
| Total assets | 1,193 million yen | |
| Net assets per share | 62,605.27 yen | |
| Net sales | 4,100 million yen | |
| Operating income | 79 million yen | |
| Ordinary income | 80 million yen | |
| Net income | 52 million yen | |
| Net income per share | 6,606.35 yen | |
5. Overview of Business Division Subject to Split
(1) Description of Business of Division Subject to Split
Steering Business
(2) Business Performance of Division Subject to Split
| The year ended March 31, 2022 | |
|---|---|
| Sales | 54,575 million yen |
* As rights and obligations for external transactions related to sales are not subject to the Company Split, there will be no impact on NSK's external sales.
(3) Type and Amount of Assets Subject to Split (as of December 31, 2022)
| Item | Book Value |
|---|---|
| Current assets | 53,089 million yen |
| Non-current assets | 18,487 million yen |
| Total assets | 71,576 million yen |
* Liabilities will not be succeeded in the Company Split. The amounts of assets listed above to be split off by NSK are as of December 31, 2022, and the actual amount will differ.
6. Status Following the Reorganization, Including the Absorption-type Company Split
Although NSK's Steering Business will be succeeded to ADTech as a result of the Company Split, there will be no change to NSK’s company name, head office location, representative, description of business, capital stock or fiscal year.
After the Company Split takes effect, ADTech’s company name is scheduled to be changed to NSK Steering & Control, Inc. and its business description to "management of steering business". However, there will be no change in ADTech’s head office location, capital, or fiscal year. Although a change in ADTech's representative is also planned, details have not been finalized at this time.
7. Effects on NSK’s Business Performance
NSK does not expect any significant effects from the Reorganization on its business performance.
This document is an English convenience translation of a document that was originally prepared in the Japanese language and is provided for convenience purpose only. NSK makes no representation or warranty that this document is a complete or accurate translation of the original Japanese text, and it is not intended to be relied upon. In the event that there is a discrepancy between the Japanese and English versions, the Japanese version shall prevail. This document is not intended and should not be construed as an inducement to purchase or sell stock in NSK.