FORM 6-K
U.S.SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15238
Supplement For the month of October 2006.
Total number of pages: 6
The exhibit index is located on page 1
NIDEC CORPORATION
(Translation of registrant’s name into English)
338 KuzeTonoshiro-Cho,
Minami-Ku,Kyoto 601-8205 Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes __ No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____
Information furnished on this form:
EXHIBITS
Exhibit Number
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 20, 2006 | ||||
NIDEC CORPORATION | ||||
By: /S/ Hiroshi Toriba | ||||
Senior General Manager, Investor Relations |
2
FOR IMMEDIATE RELEASE
NIDEC CORPORATION
New York Stock Exchange symbol: NJ
Stock exchange code (Tokyo, Osaka): 6594
Contact: | |
Hiroshi Toriba | |
Senior General Manager | |
Investor Relations | |
+81-75-935-6140 | |
HIROSHI_TORIBA@notes.nidec.co.jp |
Released on October 20, 2006, in Kyoto, Japan
Nidec signs a MOU for the Acquisition of Valeo S.A. (France)
Motors & Actuators Business to Strengthen its In-car Electric Motor Business
Nidec Corporation (“Nidec”) and Valeo S.A. (“Valeo”) have entered into a Memorandum of Understanding (“MOU”) regarding the sale of the motors & actuators business of Valeo (“VMA business”).
Nidec has focused on expanding its motor business as a core business strategy, and has expanded its in-car motor business, as well as its business for small precision motors mainly used in IT devices. Nidec believes that the most effective way to compete in such business is to acquire a business with a favorable historical performance, because it takes time to develop production capacity for in-car motors and distribution channels for such products to Tier 1 customers.
Valeo’s VMA business has achieved high recognition in the in-car motor market and has a wide range of products and customer portfolios. Nidec believes that combining this business with Nidec’s world leading brushless technologies will further enhance Nidec’s market position. Nidec expects that the acquisitions contemplated by the MOU will have a positive impact on the growth of Nidec’s in-car motor business.
Moreover, Valeo’s VMA business has international operations in regions including Europe, North America and China. The contemplated acquisition will provide Nidec, which has operation mainly in Asia, with in-car motor business operations in every major region of the world, which will allow Nidec to cater its customers’ global operations.
Definitive documentation regarding the proposed transaction is expected to be entered into by the parties after completion of the consultation process with Valeo’s workers’ committee mandated under French law, which is targeted for mid-November of this year.
3
1. Description of Valeo S.A.
(1) | Registered Name | Valeo S.A. | ||||
(2) | Name of Representative | Thierry Morin (CEO) | ||||
(3) | Location of Headquarters | 43 Rue Bayen 75848 Paris Cedex 17, France | ||||
(4) | Description of Main Business Activities | |||||
Manufacture of auto parts (including clutches, engine cooling systems, lights, electrical systems, windshield, and windshield wipers) | ||||||
(5) | End of Fiscal Year | December 31 | ||||
(6) | Number of Employees | Approximately 73,800 employees | ||||
(7) | Consolidated Operating Results in Recent Fiscal Years | |||||
(Euros in millions) | ||||||
Fiscal Year ended December 31, 2003 | Fiscal Year ended December 31, 2004 | Fiscal Year ended December 31, 2005 | ||||
Net Sales | 9,234 | 9,293 | 10,033 | |||
Operating Income | 465 | 333 | 307 | |||
EBITDA | 996 | 824 | 811 | |||
Note 1: | The operating results for the Fiscal Year ended December 31, 2003 are presented in accordance with accounting standards generally accepted in France, and the operating results for the Fiscal Years ended December 31, 2004 and 2005 are presented in accordance with international accounting standards. | |||||
Note 2: | EBITDA is calculated before taking into account extraordinary items. |
4
2. Description of the VMA business
(1) | Business | Valeo motors & actuators business | |||
(2) | Locations | Europe (France, Germany, Spain and Poland), North America (United States and Mexico) and China | |||
(3) | Description of Main Business Activities | ||||
Manufacture of electric motors for use in automobiles | |||||
(4) | Main Products | Motors for airflow systems, body closure systems, seat positioning systems and brake systems | |||
(5) | Number of Employees | Approximately 1,800 employees | |||
(6) | Non-audited pro forma Consolidated Operating Results in Recent Fiscal Years | ||||
(Euros in millions) | |||||
Fiscal Year ended December 31, 2003 | Fiscal Year ended December 31, 2004 | Fiscal Year ended December 31, 2005 | |||
Net Sales | N/A | 272 | 253 | ||
Operating Income(1) | N/A | N/A | 9 | ||
N/A | 11 | -4 | |||
EBITDA(2) | N/A | N/A | 26 | ||
N/A | 22 | 17 | |||
Note 1: The operating results in Fiscal Years ended December 31, 2004 and 2005 are presented in accordance with international accounting standards. Note 2: EBITDA is calculated based on the following formula: Net income + Depreciation and amortization + Cost of net debt + Income taxes + Net charges to / (reversals from) provisions + Unrealized (gains) / losses on financial instruments + (gains) / losses on disposal of non-current assets. (1) Operating Income: Top row is excluding extraordinary items. Bottom row is including extraordinary items. (2) EBITDA: Top row is excluding extraordinary items. Bottom row is including extraordinary items. |
3.
Description of the Process to Notify the French Labor Union Representative (Consultation with Workers’ Committees)
Under French law, the company is required to consult its workers’ committee in connection with a possible sale of a subsidiary or a business. The parties may not enter into definitive agreements so long as the workers’ committee has not delivered its opinion. The transaction documents may be executed and the transactions contemplated thereunder may be consummated once the workers’ committee has issued its opinion (whether favorable or not).
5
4. Indicative Transaction Schedule
October 20, 2006 | Execution of MOU |
Mid November, 2006 | Execution of definitive agreements |
Late December, 2006 | Closing of acquisition |
5. Effect on Financial Projections of this Fiscal Period
We will consider the effects of entering into the proposed transactions on the financial projections for this fiscal period released publicly in Japan pursuant to the rules of the Tokyo Stock Exchange and announce any changes to such projections to the extent required thereunder.
6. Advisors
Our exclusive financial advisor is Dresdner Kleinwort, and our legal adviser is Debevoise & Plimpton LLP, in respect of the proposed transaction.
Special Note Regarding Forward-looking Statements
This notice contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our business and industry, the business and industry of the assets and business we propose to acquire and capital markets around the world. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements are those which discuss future expectations, strategies or projections of results of operations or financial condition or state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contained in any forward-looking statement. Important risks and factors that could cause our actual results to be materially different from our expectations include, but are not limited to: whether the proposed acquisition discussed herein is actually consummated by us and the final terms thereof, which have not been agreed; our ability upon any such acquisition to improve the results of operations of the acquired business and successfully integrate it into our existing businesses; abrupt changes in customers’ market position ; general economic conditions in the automotive industry and related product markets; exchange rate fluctuations, particularly between the Japanese yen and the Euro and U.S. dollar; adverse changes in laws, regulations or economic policies in any of the countries where we or the business we seek to acquire, as discussed herein, operate ; and any negative impacts on such businesses from outbreaks of diseases in such countries, including outbreaks of avian flu.
- ### -
6