Filed by Minebea Co., Ltd. Pursuant to Rule 425 under the U.S. Securities Act of 1933 Subject Company: MITSUMI ELECTRIC CO., LTD. (File Number: 132-02801) Dated May 27, 2016 Business Results Fiscal Year Ended March 31, 2016 (Excerpt) May 10, 2016 Minebea Co., Ltd. |
Mitsumi integration an eye to FY 3/2018 After approvals from anti-monopoly authorities Preparing to jump start after Mitsumi integration Synergy between Minebea's ultra-precision machining and Mitsumi's electronics technologies Minebea Passion to Exceed Precision Output devices Processing, optical & mechanism technologies Standard products Create new products Synergy to expand businesses Mitsui Input, conversion & control devices Electronics & communications technologies Custom-designed products Sales (FY 3/2016 E) (Billion yen) *165 610 Employees (Minebea : End of 3/2016) **(Mitsumi : End of 9/2015) **39,853 62,480 12/21/2015 Basic agreement 3/30/2016 Definitive agreement Approval processes might take longer *Mitsumi sales are according to its forecast as of 3/30/2016 3/17/2017(Plan) Start of Minebea Mitsumi Applications to anti-monopoly authorities (about 4 months) Preparation for integration Next year, 3 year business plan will be announced 12/27/2016 Mitsumi extraordinary shareholders' meeting May 10, 2016 27 In regards to the business integration with Mitsumi Electric, we concluded a final agreement with them on March 30, 2016. On the following day of the agreement, we started seeking approval from anti-monopoly authorities. To date we have already acquired approval from competition authorities in Japan, the U.S., and Germany. The only countries that have not given approval are Korea and China. We expect to acquire approval from those two countries by around July of this year because we do not see any significant issues that could have a negative impact on approval. I hope that the Korean and Chinese authorities will approve the business integration as soon as possible, given that we will not be able to actively proceed with activities related to the integration with Mitsumi Electric until then because of regulatory requirements. I paid visits to quite a few business hubs operated by Mitsumi Electric during the period from January through March of this year, and realized that there is great potential for Mitsumi Electric to improve its manufacturing process and its productivity if we succeed in migrating our production technologies to Mitsumi Electric. There is a really good chance that Mitsumi Electric will make a great comeback as a highly profitable company if we successfully rebalance their business portfolio. We also hope to be able to leverage Mitsumi Electric's expertise when developing our products in various fields. I will not talk about our three-year business plan today because we believe that it is too early to give you an outlook for the next three years ahead of the business integration with Mitsumi Electric, which is scheduled to be completed on March 17 next year. I will discuss our business plan for the next three years at the appropriate time next year after we have more extensive information about the business conducted by Mitsumi Electric. 27 |
Minebea Co., Ltd. Business Results http://www.minebea.co.jp/ Any statements in this presentation which are not historical are future projections based on certain assumptions and executive judgments drawn from currently available information. Please note that actual performance may vary significantly from any particular projection due to various factors. Factors affecting our actual performance include but are not limited to: (i) changes in economic conditions or demand trends related to Minebea's business operations; (ii) fluctuation of foreign exchange rates or interest rates; and (iii) our ability to continue R&D, manufacturing and marketing in a timely manner in the electronics business sector, where technological innovations are rapid and new products are launched continuously. All the information in this document is the property of Minebea Co., Ltd. All parties are prohibited, for whatever purpose, from copying, modifying, reproducing, transmitting, etc. this information regardless of ways and means without prior written permission of Minebea Co., Ltd. May 10, 2016 35 |
Minebea may file a registration statement on Form F-4 ("Form F-4") with the U.S. Securities and Exchange Commission (the "SEC") in connection with the possible share exchange (the "Share Exchange") pertaining to a business integration between the two companies, if it is consummated. The Form F-4 (if filed in connection with the Share Exchange) will contain a prospectus and other documents. If a Form F-4 is filed and declared effective, the prospectus contained in the Form F-4 will be mailed to U.S. shareholders of MITSUMI prior to the shareholders' meeting at which the Share Exchange will be voted upon. The Form F-4 and prospectus (if a Form F-4 is filed) will contain important information about the two companies, the Share Exchange and related matters. U.S. shareholders to whom the prospectus is distributed are urged to read the Form F-4, the prospectus and other documents that may be filed with the SEC in connection with the Share Exchange carefully before they make any decision at the shareholders' meeting with respect to the Share Exchange. Any documents filed with the SEC in connection with the Share Exchange will be made available when filed, free of charge, on the SEC's web site at www.sec.gov. In addition, upon request, the documents can be distributed for free of charge. To make a request, please refer to the contact of Minebea below. Contacts for inquiries regarding the Business Integration Minebea Minebea Co., Ltd. 4106-73, Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano 389-0293, Japan Takayuki Ishikawa, General Manager Corporate Communications Office Tel: 03-6758-6703 Email: corporate_communication@minebea.co.jp May 10, 2016 36 |