Minebeamitsumi Inc. · TSE:6479
Minebeamitsumi — Minebea — Merger or Acquisition (December 2015)
22 slides from Minebeamitsumi's merger presentation, Dec 21, 2015
Slide 1: Execution of Basic Agreement towards Business Integration of Minebea and Mitsumi
Execution of Basic Agreement towards Business Integration of Minebea and Mitsumi (Excerpt) December 21, 2015 Minebea Co., Ltd. MITSUMI ELECTRIC CO., LTD. Yoshihisa Kainuma Shigeru Moribe Representative Director President and Representative Director President and Chief Executive Officer
Slide 2: Becoming the ultimate electro mechanics solutions provider through the Business Integration
Becoming the “ultimate electro mechanics solutions provider” through the Business Integration Aim to become the ultimate electro mechanics solutions provider by establishing a powerful manufacturer of ultra high-precision processing parts and communications/sensors parts through the combination of a
Slide 3: Achieving a product portfolio that captures the needs of the IoT era
Achieving a product portfolio that captures the needs of the IoT era Mitsumi’s products include many input, conversion and control devices, such as switches, sensors and connectors, while Minebea’s products comprise many output devices, such as motors and actuators. The complementary combination of
Slide 4: The perspective from Minebea: Mitsumi's core competence further accelerates growth
The perspective from Minebea: Mitsumi’s core competence further accelerates Minebea’s rapid growth Due to its rapid growth, Minebea requires more human resources with more diversified professional skills in order to achieve further growth. Synergies 1 There has been an increasing need for a combinat
Slide 5: The perspective from Mitsumi: Realize potential through Minebea's management resources
The perspective from Mitsumi: Realize Mitsumi’s potential through Minebea’s management resources Mitsumi’s business challenge is the shortage of management resources for the expansion of existing businesses and expansion into new businesses despite the many seeds for new businesses that it has from
Slide 6: Enhancement of cost competitiveness and capacity to generate cash flow
Synergies from the combination of Minebea and Mitsumi: Enhancement of cost competitiveness and capacity to generate cash flow by optimizing manufacturing structure and bases Mutual use of factories and optimization of manufacturing bases of Minebea and Mitsumi Semiconductor devices High-frequency de
Slide 7: Accelerating entrance into new strategic business areas
Accelerating entrance into new strategic business areas through synergistic effects resulting from Minebea’s ultra high-precision processing technology and Mitsumi’s electronics technology Target markets Medical care/ Infrastructure Automobiles nursing care Information/ Industrial Robotics communica
Slide 8: Biological information monitoring system
Synergies from the combination of Minebea and Mitsumi: Biological information monitoring system Biological information monitoring system using medical bed sensors Control modules Wireless modules High-precision load sensors Forecast of home healthcare market by biological measurement equipment and t
Slide 9: Core technology in the IoT-advancing sensor technology
Synergies from the combination of Minebea and Mitsumi: Core technology in the IoT- advancing sensor technology Expanding business opportunities by advancing sensor technology, a core technology in IoT Sales volume forecast for each technology in domestic IoT market (100 mil. Yen) 180,000 2013 ~ 2019
Slide 10: Enhancement of development capabilities and provision of solutions: smart city
Synergies from the combination of Minebea and Mitsumi: Enhancement of development capabilities and provision of solutions Smart-city projects Communications technology, Optical /lighting technologies, Sensors Antenna technology Network technology Sensors Minebea’s Smart City project in Cambodia Cond
Slide 11: Development of ADAS-related products
Synergies from the combination of Minebea and Mitsumi: Enhancement of development capabilities and provision of solutions Development of ADAS-related products In-car radar, milliwave-related products, Network technologies in-car cameras Joint project with Mitsubishi Heavy Industry and Osaki Electric
Slide 12: Developing Head Up Display (HUD) system
Synergies from the combination of Minebea and Mitsumi: Enhancement of development capabilities and provision of solutions Developing Head Up Display (HUD) system High-precision reflection mirror, optical PGU (MEMS mirror, Control IC, Driving IC) diffusion product, mechanical product ＜ Future HUD Sys
Slide 13: SALIOT
Synergies from the combination of Minebea and Mitsumi: SALIOTTM “SALIOTTM”- the first LED lighting equipment capable of automatically adjusting light distribution angle Power supply for LED lighting Wireless PLC Communication Motor driver circuits (100 million yen) World’s LED lighting equipment mar
Slide 14: Patents in effect (as of Dec. 15, 2015)
Synergies from the combination of Minebea and Mitsumi: Patents in effect (as of Dec. 15, 2015) The number of patents in effect held by both companies in Japan and the U.S. reach 2,875 Total in Japan and the US Total of both companies Patents in effect 13
Slide 15: Net sales and number of employees
Synergies from the combination of Minebea and Mitsumi: Net sales and number of employees Birth of an electro mechanics solutions provider with over 900 billion yen in sales and over 110,000 employees Birth of a company with over 900 billion yen in total sales Employees totaling more than 110,000 (Bu
Slide 16: Structure of the business integration
Structure of the business integration A share exchange between the two companies (the “Share Exchange”) will be conducted based on a spirit of equal partnership. Specifically, shareholders of Mitsumi will be allotted shares of Minebea (whose company name is planned to be changed to MINEBEA MITSUMI
Slide 17: Outline of business integration (after the Share Exchange) ①
Outline of business integration（after the Share Exchange）① The company name of Minebea Co., Ltd. will be changed to the following upon the Share Exchange taking effect: Company name MINEBEA MITSUMI Kabushiki Kaisha (in English: MINEBEA MITSUMI Inc.) The company name of Mitsumi Electric Co., Ltd. wil
Slide 18: Outline of business integration (after the Share Exchange) ②
Outline of business integration（after the Share Exchange）② The share exchange ratio for the Share Exchange will be determined through mutual discussion based on such factors as the results of due diligence to be conducted and Share exchange evaluation and advice of external institutions retained by
Slide 19: Schedule (planned)
Schedule （planned） Execution of Basic Agreement / resolutions by the Board December 21, 2015 (today) Execution of definitive agreement concerning the business integration (including the Share Exchange Agreement) and Late March 2016 (planned) determination of share exchange ratio Extraordinary shareh
Slide 20: (Reference information) Outline of the companies
（Reference information）Outline of the companies Name Minebea Co., Ltd. MITSUMI ELECTRIC CO., LTD. Date of establishment July 1951 January 1954 Head office 4106-73 Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano 2-11-2, Tsurumaki, Tama-shi, Tokyo Yoshihisa Kainuma, Representative Director, President
Slide 21: Contacts
Contacts 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 For
Slide 22: Forward-looking statements
Forward-looking statements This document includes “forward-looking statements” that reflect the plans and expectations of Minebea and Mitsumi in relation to, and the benefits resulting from, their business integration described above. To the extent that statements in this document do not relate to h