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This share transfer (joint share transfer)Counterparty (target company)NSK Ltd., NTN CORPORATION
Disclosing companyNTN CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.
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 year¥22,867 million (fiscal year ended March 2026; profit attributable to owners of the parent), -¥23,801 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥671,975 million (fiscal year ended March 2026; total equity attributable to owners of the parent, consolidated), ¥248,699 million (fiscal year ended March 2025; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (shares of the holding company are scheduled to be issued to the shareholders of both companies through this share transfer)
Merger ratio/share exchange ratioThe share transfer ratio has not been determined. It is scheduled to be set out in the final agreement based on the valuation results provided by third-party valuation institutions and market prices, among other factors. There will be no surviving company in a merger; the newly established joint holding company is scheduled to become the wholly owning parent company of both companies.
Impact on Business Performance
The business integration is expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2027.
Procedures and assumptions
Valuation methodologyShare transfer ratio valuations by third-party valuation institutions separately engaged by the two companies, market prices and other factors
Independent valuation institutionThird-party valuation institutions separately engaged by the two companies (names not disclosed)
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of both companies and the necessary approvals and licenses from the relevant authorities for the business integration. Compliance with the U.S. Securities Act and competition laws in Japan and overseas will also be required.
Management structure after acquisitionThe newly established holding company will be a company with an Audit and Supervisory Committee and will have a nomination committee, compensation committee and audit committee. At the time of establishment, the chair of the board of directors is scheduled to be nominated by NTN, the representative executive officer, president and CEO, and the representative executive officer, executive vice president and CFO are scheduled to be nominated by NSK, and the representative executive officer, vice president is scheduled to be nominated by NTN. The five outside directors are scheduled to comprise 3 candidates proposed by NSK and 2 candidates proposed by NTN. The holding company’s corporate name, head office location, representatives, business activities, capital and other details will be determined by the time the final agreement is executed. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer (joint 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 | ¥22,867 million (fiscal year ended March 2026; profit attributable to owners of the parent), -¥23,801 million (fiscal year ended March 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥671,975 million (fiscal year ended March 2026; total equity attributable to owners of the parent, consolidated), ¥248,699 million (fiscal year ended March 2025; consolidated net assets) |
| Type of Consideration | Shares (shares of the holding company are scheduled to be issued to the shareholders of both companies through this share transfer) |
| Merger ratio/share exchange ratio | The share transfer ratio has not been determined. It is scheduled to be set out in the final agreement based on the valuation results provided by third-party valuation institutions and market prices, among other factors. There will be no surviving company in a merger; the newly established joint holding company is scheduled to become the wholly owning parent company of both companies. |
| Impact on Business Performance | The business integration is expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2027. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 (date of execution of the basic agreement) |
| Execution Date / Effective Date | October 2027 (scheduled; establishment of the holding company and effective date) |
| Valuation methodology | Share transfer ratio valuations by third-party valuation institutions separately engaged by the two companies, market prices and other factors |
| Independent valuation institution | Third-party valuation institutions separately engaged by the two companies (names not disclosed) |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders of both companies and the necessary approvals and licenses from the relevant authorities for the business integration. Compliance with the U.S. Securities Act and competition laws in Japan and overseas will also be required. |
| Management structure after acquisition | The newly established holding company will be a company with an Audit and Supervisory Committee and will have a nomination committee, compensation committee and audit committee. At the time of establishment, the chair of the board of directors is scheduled to be nominated by NTN, the representative executive officer, president and CEO, and the representative executive officer, executive vice president and CFO are scheduled to be nominated by NSK, and the representative executive officer, vice president is scheduled to be nominated by NTN. The five outside directors are scheduled to comprise 3 candidates proposed by NSK and 2 candidates proposed by NTN. The holding company’s corporate name, head office location, representatives, business activities, capital and other details will be determined by the time the final agreement is executed. 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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.To respond to the delayed market recovery and increased uncertainty resulting from slower growth in the Chinese economy, sluggish European manufacturing and the impact of U.S. tariff policies, achieve sustained and profitable long-term growth, and secure Japan’s position as an industrial base in the global market.
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