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 August 3, 2016 Business Results First Quarter of Fiscal Year Ending March 31, 2017 August 2, 2016 Minebea Co., Ltd. |
S.G. and A. Expenses Quarterly (Billions of yen) 20.0 15.0 10.0 5.0 0.0 13.8 14.9 15.4 15.9 17.0 18.3 18.4 18.1 17.4 13.8% 12.8% 10.6% 11.5% 13.3% 10.9% 10.3% 13.3 14.5% 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q FY 3/15 FY 3/16 FY 3/17 30% 20% 10% 0% S.G. and A. expenses S.G. and A. to sales ratio August 2, 2016 SGandA expenses decreased 0.7 billion yen quarter on quarter to total 17.4 billion yen. The SGandA expenses-to-sales ratio increased 1.2 percentage points from the previous quarter to reach 14.5%. These results were due mainly to a decrease in sales and temporary expenses related to the business integration with MITSUMI ELECTRIC that is slated for March 2017. |
Net Interest-Bearing Debt/Free Cash Flow Yearly (Billions of yen) Net interest-bearing debt Free cash flow (right axis) (Billions of yen) 120.0 90.0 60.0 30.0 0.0 Excluding 13.9 billion yen of CB buy back cost CB 7.7 billion yen (bought back) 103.6 114.2 136.2 24.2 109.9 93.1 24.5 97.5 104.7 (*)97.0 11.8 20.9 82.9 (4.2) (8.8) (14.8) (1.1) (2.1) 40.0 25.0 10.0 (5.0) (20.0) Mar.'11 Mar.'12 Mar.'13 Mar.'14 Mar.'15 Mar.'16 Mar.'17 1Q Mar.'17 Forecast Net interest-bearing debt = Interest bearing debt- Cash and cash equivalents Free Cash Flow = CF from operating activities + CF from investing activities (*)Net interest-bearing debt excluding 7.7 billion yen convertible bonds August 2, 2016 Net interest-bearing debt, which is total interest-bearing debt minus cash and cash equivalents, totaled 104.7 billion yen as of the end of June 30, 2016. We repurchased 7.7 billion yen worth of convertible bonds in June of this year in light of the possible dilution the business integration with Mitsumi Electric could cause. Since the bonds are not yet canceled and are shown as both assets and liabilities on the balance sheet, they are posted as interest-bearing debt along with cash and cash equivalents that decreased 13.9 billion yen. If the bonds were to be canceled now, net interest-bearing debt would fall quarter on quarter to hit 97.0 billion yen. Free cash flow for June quarter came to a negative 2.1 billion yen. Excluding buyback costs for convertible bonds, free cash flow for the period would be 11.8 billion yen, indicating that our cash generating power has made quite a recovery as excess inventory of LED backlight has continued to decrease since the end of 2015. |
Progress with MITSUMI integration 1 By July, we have received all necessary anti-monopoly regulatory approvals. - China and Korea approved, following Japan, the USA, Germany. - It is now possible to start preparing the integration except in the product areas where Minebea and MITSUMI compete directly. 2 Business support agreement is entered to pursue the earliest possible synergy impacts in a wide variety of area, taking full advantage of internal resources of the two companies. - Cooperation in sale, including sales activities of MITSUMI products by Minebea as a distributer - Manufacturing support to MITSUMI (automation and labor-saving technologies, precision mold technologies and utilization of equipment and facilities, etc.) Loaning some Minebea engineers to MITSUMI- Joint procurement and centralized purchasing program August 2, 2016 This slide shows the progress of the business integration with MITSUMI. Minebea and MITSUMI executed the definitive agreement on March 30, 2016, and subsequently filed applications for exemptions from the anti-monopoly regulations at the regulatory authorities in key countries. We have received all necessary regulatory approvals from respective authorities concerned by July. As such, it has been made possible for both companies to start integration preparations with a view to the planned business combination except in the product areas where Minebea and MITSUMI compete directly with each other. In response to this, Minebea entered into the Business Support Agreement with MITSUMI today on August 2, 2016. Based on this agreement, Minebea will conduct sales and marketing of MITSUMI products as the distributor of MISTUMI as well as other cooperation and coordination between the companies with the aim of expanding sales. In addition, Minebea will provide MITSUMI with manufacturing support leveraging Minebea's automation and labor-saving technologies, precision mold technologies and help MITSUMI utilizing equipment and facilities of Minebea. On top of that, Minebea will loan employees to MITSUMI while the two organizations work together to the joint procurement and centralized purchasing program, thereby taking full advantage of internal resources of both companies to pursue the earliest possible synergy impacts to be generated in a wide variety of areas. |
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 and 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, to copy, modify, reproduce, transmit, etc. this information regardless of ways and means without prior written permission of Minebea Co., Ltd. August 2, 2016 |
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 August 2, 2016 |