Notice regarding Absorption Merger of Consolidated Subsidiaries (Simplified Merger, Short-form Merger) from NTN
At the board of directors meeting held on March 23, NTN Corporation (hereafter, NTN) resolved to merge three consolidated subsidiaries (NTN Kongo Corporation, NTN Mikumo Company Limited and NTN Engineering Plastics Corporation), which are consolidated subsidiaries wholly owned by NTN. The details are as follows.
As this merger is a simplified absorption-type merger for consolidated subsidiaries, some disclosure items and details are omitted.
1. Purpose of the merger
NTN has decided to absorb the consolidated subsidiaries in order to enhance the efficiency of management of the Group and make effective use of management resources while speeding up decision-making.
2. Summary of the merger
(1) Schedule for the merger
-
Date of the board of director's resolutionMarch 23, 2018
-
Date of concluding a merger agreementMarch 23, 2018
-
Effective date of mergerOctober 1, 2018
(scheduled)
* This merger will be a simplified merger under Article 796, Paragraph 2 of the Company Act and a short-form merger as stipulated in Article 784, Paragraph 1 of the Company Act for the corresponding consolidated subsidiaries. Therefore, no general meeting of shareholders will be held at any of the consolidated subsidiaries to obtain approval for the merger agreement.
(2) Method of the merger
The consolidated subsidiaries will be dissolved via the absorption merger method with NTN as the surviving company.
(3) Allocation pertaining to the merger
Since NTN owns all of the outstanding shares of the consolidated subsidiaries, no shares or other money will be allocated at the time of the merger.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights accompanying the merger
Not applicable.
3. Overview of the companies involved in the merger (as of March 31, 2017)
| Surviving company | Dissolving company 1 | |
| (1) Name | NTN Corporation | NTN Kongo Corporation |
| (2) Address | 1-3-17 Kyomachibori, Nishi-ku, Osaka-shi | 1-3-13 Kidonishi-cho, Kawachinagano-shi, Osaka Prefecture |
| (3) Title and name of representative | President Hiroshi Ohkubo | President Kazuhiko Yamanaka |
| (4) Line of business | Manufacture and sale of bearings, driveshafts, and precision equipments | Manufacture of bearings |
| (5) Common stock | 54,346 million yen | 1,000 million yen |
| (6) Date of establishment | March 19, 1934 | January 21, 1978 |
| (7) Number of outstanding shares | 532,463,527 | 2,000,000 |
| (8) Settlement period | March 31 | March 31 |
| (9) Major shareholders and shareholding ratio |
|
NTN Corporation 100.0% |
| (10) Financial condition and operating results for most recent fiscal year | ||
| Settlement period | Fiscal year ended March 31, 2017 (consolidated) | Fiscal year ended March 31, 2017 (non-consolidated) |
| Net assets | 245,050 million yen | 12,753 million yen |
| Total assets | 798,891 million yen | 17,792 million yen |
| Net assets per share | 431.66 yen | 6,376.50 yen |
| Net sales | 683,328 million yen | 19,313 million yen |
| Operating income | 35,622 million yen | 1,973 million yen |
| Ordinary income | 29,604 million yen | 1,994 million yen |
| Net income (attributable to parent company shareholders) | 2,830 million yen | 1,374 million yen |
| Net income per share | 5.33 yen | 687.12 yen |
| Dissolving company 2 | Dissolving company 3 | |
| (1) Name | NTN Mikumo Company Limited | NTN Engineering Plastics Corporation |
| (2) Address | 750-1 Onoe-cho, Matsusaka-shi, Mie Prefecture | 1-3-17 Kyomachibori, Nishi-ku Osaka-shi |
| (3) Title and name of representative | President Tadao Okamura | President Toshihiro Murei |
| (4) Line of business | Manufacture of bearings, precision equipments, etc. | Manufacture of bearings, precision equipments, etc. |
| (5) Common stock | 450 million yen | 100 million yen |
| (6) Date of establishment | November 22, 1988 | October 5, 1965 |
| (7) Number of outstanding shares | 9,000 | 200,000 |
| (8) Settlement period | March 31 | March 31 |
| (9) Major shareholders and shareholding ratio | NTN Corporation 100.0% | NTN Corporation 100.0% |
| (10) Financial condition and operating results for most recent fiscal year | ||
| Settlement period | Fiscal year ended March 31, 2017 (non-consolidated) | Fiscal year ended March 31, 2017 (non-consolidated) |
| Net assets | 7,050 million yen | 4,675 million yen |
| Total assets | 11,148 million yen | 7,272 million yen |
| Net assets per share | 783,407.66 yen | 23,376.58 yen |
| Net sales | 11,414 million yen | 5,241 million yen |
| Operating income | 1,049 million yen | 498 million yen |
| Ordinary income | 1,103 million yen | 533 million yen |
| Net income | 767 million yen | 352 million yen |
| Net income per share | 85,302.33 yen | 1,760.45 yen |
4. Situation after the merger
There will be no change to the company name, address, title and name of the representative, line of business, capital or settlement period due to the merger.
5. Future prospects
The merger will have only a minor impact on NTN's consolidated financial results.
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