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 November 10, 2016
Business Results Second Quarter of Fiscal Year Ending March 31, 2017 (Excerpt) November 2, 2016 Minebea Co., Ltd. |
1. Evaluation of 1H (FY 3/2017) Results Achieved fiscal first half targets! FOREX were close to our assumptions Positive factors 1. Motors performed better than plan mainly due to automotive applications. 2. Pivot assemblies and HDD spindle motors benefitted from slower-than-expected decline of HDD market. Negative factor 1. Higher-than-expected expenses for preparations to MITSUMI business integration Net sales 295,554 275,133 -7% 260,000 106% Operating income 27,417 18,594 -32% 18,300 102% Ordinary income 23,326 18,915 -19% 17,800 106% Net income attributable to owners of the parent 17,758 12,745 -28% 12,100 105% Net income per share (yen) 47.49 34.01 -28% 32.32 105% November 2, 2016 |
9. Integrating with MITSUMI with eye to next fiscal year and onward Integration schedule partially moved up Minebea and MITSUMI agreed to move up the effective date of the share exchange from March 17, 2017 to January 27, 2017. Create synergy ASAP by accelerating preparations Green-lighted by competition authorities in key countries, the business integration groundwork moved into high gear Cleared to pave the way toward integration, except in areas where Minebea and MITSUMI directly compete (e.g. motors, power supplies) Business support agreement signed in August 2016 1. Manufacturing support for MITSUMI(Loaning of personnel, automation/labor-saving and precision mold technologies, access to equipment and facilities, etc.) 2. Support for expanding MITSUMI product sales 3. Joint purchasing/integrated logistics 4. Utilization of other internal resources Pursue synergy in a wide areas ASAP 12/21/2015 Basic agreement 3/30/2016 Definitive agreement July 2016 August January 27, 2017 (scheduled) Effective date of share exchange Applications for exemptions from anti-monopoly regulations Integration Preparation Period December 27, 2016 (scheduled) MITSUMI extraordinary shareholders meeting March 17, 2017 (initially scheduled) November 2, 2016 |
12. New Sartorius MT and H Bengaluru plant Minebea's first manufacturing site in India! To be a foothold for future Group operations in India Overview of Sartorius MT and H operations in India Feature Local production for local consumption - Everything, from development and production to sales, is done locally for all products. Target markets Weighing and inspection equipment for the Indian food, pharmaceutical, medical, and steel industries Net sales 7.7 million euro (FY 12/2015) Sartorius MT and H to open a new Bengaluru (former Bangalore) plant Sartorius MT and H's new Bengaluru plant is Minebea's first manufacturing site in India. Minebea looks to use it for future Group-wide operations targeting promising high-tech sectors, like the automobile, aerospace, IT, as well as electronics industries, and more. Start of operation: December 2016 (scheduled) Product lines: industrial weighing and inspection equipment (plan) Looking to transfer manufacturing of some MITSUMI products Products: in-vehicle antenna modules Start of operation: Fall 2017 (scheduled) Rendering of new Bengaluru plant November 2, 2016 |
16. Financial Strategies: Share buyback as an anti-dilution measure 1 In June 2016 Minebea paid 13.9 billion yen to repurchase all of the privately-placed convertible bonds which had been allocated to DBJ, preventing dilution by about 5%. 2 Consider flexible buyback strategies to prevent dilution resulting from the approximately 13% increase in outstanding shares following the share exchange with MITSUMI shareholders scheduled for January 27, 2017. |
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, from copying, modifying, reproducing, transmitting, etc. this information regardless of ways and means without prior written permission of Minebea Co., Ltd. |
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.govOpen in a new window. 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 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 |