Komori
M&A and Subsidiary Changes6594NIDEC CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding a Change in Subsidiary Status (Share Transfer)

Nidec decided to transfer all shares of its wholly owned subsidiary Nidec Components to TCG2603 Co., Ltd., indirectly owned by an affiliated investment fund of Carlyle. As a result, Nidec's voting interest will change from 100% to 0%.

Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
102980
¥ million (transfer price)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyTCG2603 Co., Ltd. (indirectly owned by an affiliated investment fund of Carlyle)
Disclosing companyNIDEC CORPORATION
Nidec Components Co., Ltd.Voting rights ownership percentageNumber of shares acquired 66,302,120 shares, equivalent to 66,302,120 voting rights

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development, manufacture and sale of electronic components mainly for the industrial equipment market, including switches, trimmer potentiometers (semi-fixed resistors), pressure sensors, liquid leakage sensors, potentiometers, encoders, small precision motors, polygon mirrors, polygon scanner motors, DC axial fans and turbo fans

Location Shinjuku-ku, TokyoShare capital ¥2,362.05 millionDate of incorporation 1 April 1967
Net Sales¥32,092 million (fiscal year ending March 2026)
Operating profit¥5,465 million (fiscal year ending March 2026)
Net income for the current fiscal year¥3,690 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥67,319 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥102,980 million (transfer price)
Impact on Business Performance

The details of the impact of this share transfer on consolidated results are currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameTCG2603 Co., Ltd. (indirectly owned by an affiliated investment fund of Carlyle)
Name of the Subject CompanyNidec Components Co., Ltd.
Business Description of the Subject CompanyDevelopment, manufacture and sale of electronic components mainly for the industrial equipment market, including switches, trimmer potentiometers (semi-fixed resistors), pressure sensors, liquid leakage sensors, potentiometers, encoders, small precision motors, polygon mirrors, polygon scanner motors, DC axial fans and turbo fans
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥2,362.05 million
Date of Establishment of the Subject Company1 April 1967
Net Sales of the Subject Company¥32,092 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥5,465 million (fiscal year ending March 2026)
Net Income of the Subject Company¥3,690 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥67,319 million (fiscal year ending March 2026)
Acquisition price¥102,980 million (transfer price)
Number of shares acquired66,302,120 shares, equivalent to 66,302,120 voting rights
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe details of the impact of this share transfer on consolidated results are currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Date of board resolution1 October 2026
Contract Date1 October 2026
Execution Date / Effective Date1 December 2026 (transfer date)
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

This is to concentrate management resources on core businesses and priority growth areas and advance the transformation of the business portfolio. Nidec also determined that Nidec Components is expected to enhance its corporate value and pursue an independent growth strategy under Carlyle's global expertise, network and management resources.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in Subsidiary Status (Share Transfer) | NIDEC CORPORATION (6594) timely disclosure | Komori