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How definitive the wording is.This transaction
This share transferCounterparty (target company)NSK Ltd., NTN CORPORATION
Disclosing companyNSK Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Industrial machinery business (manufacture and sale of bearings for general industrial applications, precision machinery-related products, condition monitoring systems and other products), automotive business (manufacture and sale of bearings for automobile and automotive parts manufacturers, components for automatic transmissions and other products), and steering business (manufacture and sale of steering systems and other products for automobile manufacturers), Manufacture and sale of bearings, drive shafts, precision machinery products and other products
Location Shinagawa Ward, Tokyo, Kita Ward, Osaka CityShare capital ¥67,176 million (as of the end of March 2026), ¥54,346 million (as of the end of September 2025)Date of incorporation November 1916, March 1918
Net Sales¥911,644 million (fiscal year ended March 2026), ¥825,587 million (fiscal year ended March 2025)
Operating profit¥38,812 million (fiscal year ended March 2026), ¥22,959 million (fiscal year ended March 2025)
Net income for the current fiscal yearProfit attributable to owners of the parent: ¥22,867 million (fiscal year ended March 2026), Net income attributable to owners of the parent: loss of ¥23,801 million (fiscal year ended March 2025)
Net assetsTotal equity attributable to owners of the parent (consolidated): ¥671,975 million (fiscal year ended March 2026), Consolidated net assets: ¥248,699 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (shares of the holding company will be delivered to the shareholders of both companies)
Merger ratio/share exchange ratioThe share transfer ratio has not been determined and will be stipulated in the definitive agreement. The holding company is expected to become the wholly owning parent company of both companies.
Impact on Business Performance
The impact of this business integration on the consolidated results of both companies for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyTo be determined based on the results of the share transfer ratio calculations by third-party valuation agencies, market share prices and other factors.
Conditions Precedent to ExecutionApproval at shareholders' meetings of both companies and the permits and approvals required from the relevant authorities for the business integration. Measures relating to U.S. securities laws and competition laws in Japan and other jurisdictions will also be required.
Management structure after acquisitionThe holding company will be a company with a nominating committee and other committees. The chair of the board of directors is expected to be nominated by NTN, the representative executive officer, president and CEO by NSK, the representative executive officer and deputy president by NTN, and the representative executive officer, executive vice president and CFO and the directors serving on the audit committee by NSK. There are expected to be 5 outside directors, comprising 3 candidates proposed by NSK and 2 candidates proposed by NTN. The holding company's corporate name, head office location, representatives, business activities and capital will be determined going forward. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | NSK Ltd., NTN CORPORATION |
| Name of the Subject Company | NSK Ltd., NTN CORPORATION |
| Business Description of the Subject Company | Industrial machinery business (manufacture and sale of bearings for general industrial applications, precision machinery-related products, condition monitoring systems and other products), automotive business (manufacture and sale of bearings for automobile and automotive parts manufacturers, components for automatic transmissions and other products), and steering business (manufacture and sale of steering systems and other products for automobile manufacturers), Manufacture and sale of bearings, drive shafts, precision machinery products and other products |
| Location of the Subject Company | Shinagawa Ward, Tokyo, Kita Ward, Osaka City |
| Capital Stock of the Subject Company | ¥67,176 million (as of the end of March 2026), ¥54,346 million (as of the end of September 2025) |
| Date of Establishment of the Subject Company | November 1916, March 1918 |
| Net Sales of the Subject Company | ¥911,644 million (fiscal year ended March 2026), ¥825,587 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥38,812 million (fiscal year ended March 2026), ¥22,959 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Profit attributable to owners of the parent: ¥22,867 million (fiscal year ended March 2026), Net income attributable to owners of the parent: loss of ¥23,801 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Total equity attributable to owners of the parent (consolidated): ¥671,975 million (fiscal year ended March 2026), Consolidated net assets: ¥248,699 million (fiscal year ended March 2025) |
| Type of Consideration | Shares (shares of the holding company will be delivered to the shareholders of both companies) |
| Merger ratio/share exchange ratio | The share transfer ratio has not been determined and will be stipulated in the definitive agreement. The holding company is expected to become the wholly owning parent company of both companies. |
| Voting rights ownership percentage | After 100% (the holding company will own both companies as wholly owned subsidiaries) (before not disclosed) |
| Impact on Business Performance | The impact of this business integration on the consolidated results of both companies for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | October 2027 (予定) |
| Valuation methodology | To be determined based on the results of the share transfer ratio calculations by third-party valuation agencies, market share prices and other factors. |
| Conditions Precedent to Execution | Approval at shareholders' meetings of both companies and the permits and approvals required from the relevant authorities for the business integration. Measures relating to U.S. securities laws and competition laws in Japan and other jurisdictions will also be required. |
| Management structure after acquisition | The holding company will be a company with a nominating committee and other committees. The chair of the board of directors is expected to be nominated by NTN, the representative executive officer, president and CEO by NSK, the representative executive officer and deputy president by NTN, and the representative executive officer, executive vice president and CFO and the directors serving on the audit committee by NSK. There are expected to be 5 outside directors, comprising 3 candidates proposed by NSK and 2 candidates proposed by NTN. The holding company's corporate name, head office location, representatives, business activities and capital will be determined going forward. Employee treatment: Not disclosed |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As uncertainty in the business environment has increased due to slower growth in the Chinese economy, weak European manufacturing activity and U.S. tariff policies, the companies aim to combine their technologies, personnel and expertise to strengthen their business foundations, achieve sustainable and profitable long-term growth, and maintain and enhance their international competitiveness.
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