Nidec Announces Adoption of New Performance Share Plan for the Nidec Group’s Board Members and Executives

KYOTO, Japan, April 24, 2018 (GLOBE NEWSWIRE) — Nidec Corporation (TSE:6594) (OTC US:NJDCY) (the “Company”) today announced that the Board of Directors of the Company, at its meeting held on April 24, 2018, has resolved to adopt performance-linked and share-based incentive plans for its board members (excluding outside directors) and executives of the Company and its main affiliated companies.

Background of the Adoption of the Plan:
The Nidec Group aspires corporate value expansion with its motto; “High Growth, High Revenue, High Stock Price,” and has endeavored to strengthen its management competence. The Company and its affiliated companies will adopt the proposed incentive plans to attain performance targets specified in Nidec’s mid-term strategic goal Vision 2020 and long-term corporate value expansion as “One Nidec.”

For details, please refer to the press releases dated April 24, 2018 as follows:

-Notice Regarding Adoption of New Performance Share Plan for Members of the Board of Directors, etc.
http://www.nidec.com/en-Global/ir/news/2018/news0424-05/

-Notice Regarding Adoption of New Performance Share Plan for Executives in the Country and Overseas.
http://www.nidec.com/en-Global/ir/news/2018/news0424-06/ 

 
Contact:
  Masashi Onishi
  General Manager
  Human Resource Planning
  +81-75-935-6600
  hrp.bucho@nidec.com

 

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Nidec to Acquire Genmark Automation, Inc., an US Semiconductor Wafer Handling Robot Manufacturer

KYOTO, Japan, April 24, 2018 (GLOBE NEWSWIRE) — Nidec Corporation (TSE:6594) (OTC US:NJDCY) (the “Company” or “Nidec”) today announced that the Company’s Board of Directors has resolved on April 24, 2018 to have Nidec Sankyo Corporation (“Nidec Sankyo”), the Company’s subsidiary, acquire 100% equity shares of Genmark Automation, Inc. (“Genmark”) through Genmark Sub Corporation (“GS”), a special purpose company which Genmark has established for this acquisition.

  1. Purpose and Background of the Transaction
             Nidec Sankyo manufactures and sells wafer handling robots used in the process of semiconductor and flat panel display manufacturing in the clean rooms. As the demand for semiconductor production equipment is expected to grow significantly, Nidec Sankyo aims to increase its presence in the semiconductor industry by expanding product lineup and enhancing global reach.
             Genmark mainly develops, manufactures and sells atmospheric and vacuum robots for semiconductor wafer handling together with ancillary equipment. Genmark has particular strength in developing robots that operates in IoT environment, for which the demand is expected to grow. In addition, Genmark has multiple talented engineers who can meet severe demands from major customers, strong marketing and after-sales network in the USA, Europe and Asia. Genmark has established close relationship with major semiconductor manufacturers.
             After acquiring Genmark, Nidec Sankyo will utilize Genmark’s product development and production capabilities to strengthen its product lineup and global network, which will allow cross sales between Nidec Sankyo and Genmark. Nidec Sankyo aims to further grow by capturing demand of expanding semiconductor market.
  1.    Outline of Nidec Sankyo (As of March 31, 2018)
(1) Company name Nidec Sankyo Corporation
(2) Headquarter 5329, Shimosuwa-machi, Suwa-gun, Nagano Japan
(3) Name and title of representative person President: Kenji Hirasawa
(4) Description of business Develops, manufactures and sells motors, motor drive units, card readers, industrial robots, plastic molded parts, music boxes, etc.
(5) Paid-up capital JPY 35,270 million
  1. Outline of Genmark (As of December 31, 2017)
 (1) Company name Genmark Automation, Inc.
 (2) Headquarter 46723 Lakeview Blvd.
Fremont, California 94538 U.S.A.
 (3) Name and title of representative person Chairman & CEO: Mila Genov
 (4) Description of business Develops, manufactures and sells semiconductor wafer handling robots, motion control products and integrated tool automation
 (5) Establishment August 15, 1989
 (6) Major shareholder and percentage of shareholding Mila Genov: 83.8%
Others: 16.2%
 (7) Relationship between Genmark and the Company Capital relationship Not applicable
Human relationship Not applicable
Business relationship Not applicable
 (8) Financials
Accounting period
(Unit: millions of USD)
Fiscal year ended
December 2015
Fiscal year ended
December 2016
Fiscal year ended
December 2017
Net assets 6.1  5.3  11.2 
Total assets 28.5  27.0  16.4 
Net sales 26.1  24.3  24.7 
Adjusted operating income(*) (2.2) 1.5  3.9 
Adjusted operating income margin(*) (8.3%) 6.2% 15.8%

(*) Excludes payment which will not occur post acquisition and one-time expense

  1. Outline of the Transaction

(1) Consideration
           The consideration will be all cash. Purchase price cannot be disclosed due to agreement with the seller. Purchase price is understood to be proper and has been determined through the due diligence process.
(2) Payment and Funding
           Cash on hand
(3) Transaction structure
           Nidec Sankyo plans to enter into reverse triangular merger in order to acquire 100% of Genmark shares. Nidec Sankyo will acquire 100% of GS, special purpose company established and fully owned by Genmark. As a result of the merger of Genmark and GS, which will be approved by Genmark majority shareholders, GS shares will convert into Genmark shares. Genmark shareholders will receive cash from Nidec Sankyo and all existing Genmark shares will be cancelled. As a result, Genmark will become a fully owned subsidiary of Nidec Sankyo.
(4) Schedule
           Estimated closing of the transaction: Early May 2018            

  1. Effect on Financial Performance for the Current Fiscal Year
          The transaction is expected to have no significant impact on Nidec’s consolidated financial performance for the fiscal year ending March 31, 2019.                      

Cautionary Statement Concerning Forward-Looking Information
             This press release contains forward-looking statements regarding the intent, belief, strategy, plans or expectations of the Nidec Group or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the risks to successfully integrating the acquired business with the Nidec Group, the anticipated benefits of the planned transaction not being realized, changes in general economic conditions, shifts in technology or user preferences for particular technologies, whether and when required regulatory approvals are obtained, other risks relating to the successful consummation of the planned transaction, and changes in business and regulatory environments. The Nidec Group does not undertake any obligation to update the forward-looking statements contained herein or the reasons why actual results could differ from those projected in the forward-looking statements except as may be required by law.

Contact:  
Masahiro Nagayasu  
General Manager  
Investor Relations  
+81-75-935-6140  
ir@nidec.com 

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Nidec Announces Financial Results for Fiscal Year Ended March 31, 2018

KYOTO, Japan, April 24, 2018 (GLOBE NEWSWIRE) — Nidec Corporation (TSE:6594) (OTC US:NJDCY) today announced its consolidated financial results under the International Financial Reporting Standards (“IFRS”) for the fiscal year ended March 31, 2018.

The highlights are as follows:

  • Net sales, operating profit, profit before income taxes and profit attributable to owners of the parent simultaneously marked the fourth consecutive annual records
    -Net sales up 24.1% Y/Y
    -Operating profit up 20.3% Y/Y
    -Profit before income taxes up 16.4% Y/Y
    -Profit attributable to owners of the parent up 18.4% Y/Y
  • Annual operating profit on Automotive, Appliance, Commercial and Industrial Products exceeded that of Small Precision Motors, driving Vision 2020 realization
  • EPS: 443.94 yen (basic and diluted)
  • Year-end dividend: 50 yen per share
  • Annual dividend: 95 yen per share

Selected Consolidated Results of Operations (Unaudited)

Yen in millions, except for per share amounts and   Year ended   Increase   Three months ended   Increase
percentages   March 31   (Decrease)   March 31   (Decrease)
    2018   2017   %   2018   2017   %
Net sales   1,488,090   1,199,311   24.1%   382,169   331,083   15.4%
Operating profit   167,637   139,366   20.3%   40,775   33,193   22.8%
Ratio of operating profit to net sales   11.3%   11.6%     10.7%   10.0%  
Profit before income taxes   164,460   141,313   16.4%   45,002   33,566   34.1%
Ratio of profit before income taxes to net sales   11.1%   11.8%     11.8%   10.1%  
Profit attributable to owners of the parent   131,434   111,007   18.4%   36,917   29,390   25.6%
Ratio of profit attributable to owners of the parent to net
sales
  8.8%   9.3%     9.7%   8.9%  
Earnings per share attributable to owners of the parent
-Basic
  443.94   374.27     124.71   99.09  
Earnings per share attributable to owners of the parent
-Diluted
  443.94   374.27     124.71   99.09  

Full copy of Nidec’s financial statements for the year ended March 31, 2018: http://www.nidec.com/en-Global/ir/news/2018/news0424-01/

A conference call webcast (audio-only, user-control slides attached) discussing Nidec’s financial results for the fiscal year ended March 31, 2018 is scheduled for 09:00 a.m. EST on Wednesday, April 25, 2018. To listen to the webcast, please visit Nidec website at: http://www.nidec.com/en-Global/ir/calendar/schedule/archive/FY17Q4/

About Nidec Corporation
Nidec Corporation (TSE:6594) (OTC US:NJDCY) is a global leader in electric motor drive technology. For the year ended March 31, 2018, 34.9% of its consolidated sales were represented by appliance, commercial and industrial products; 30.4% by small precision motors; 19.9% by automotive products; 9.9% by machinery; 4.8% by electronic and optical components, and 0.3% by the remaining product lines. Nidec was founded in Kyoto, Japan in 1973 by Shigenobu Nagamori, its current President and CEO.

Contact:
Masahiro Nagayasu
General Manager
Investor Relations
+81-75-935-6140
ir@nidec.com

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