We hereby announce that as below, our Board of Directors has resolved at a meeting on March 1, 2005 to take over all business from consolidated subsidiary Minebea Electronics Co., Ltd. on April 1, 2005 and liquidate Minebea Electronics Co., Ltd.
1. Purpose of the Takeover
Minebea Electronics Co., Ltd., a subsidiary of Minebea Co., Ltd., was founded in May 1986, to mainly produce, market, export and import electronic materials and components, as well as electronic devices. The purpose of the decision to take over all business from Minebea Electronics Co., Ltd. on April 1, 2005 and subsequently liquidate the subsidiary is to achieve greater management efficiency by consolidating all business of Minebea Electronics Co., Ltd. into Minebea.
2. Schedule of the Takeover (Planned)
March 1, 2005 : Signing of business takeover agreement
March 31, 2005: Resolution for liquidating Minebea Electronics Co., Ltd.
April 1, 2005 : Taking over of business from Minebea Electronics Co., Ltd.
3. Takeover Assets
Based on Minebea Electronics Co., Ltd.'s assets and liabilities of March 31, 2005, Minebea will take over those assets and liabilities at market prices. The estimated amounts of the assets and liabilities Minebea will take over are as follows:
Subsidiary shares:¥2,639 million
Inventories: ¥834 million
Fixed assets: ¥313 million
Other assets: ¥50 million
Other liabilities: ¥221 million
Payment will be decided upon through separate consultation between the two companies.
4. Outline of Minebea Electronics Co., Ltd.
(1) Representative director and president: Takayuki Yamagishi
(2) Location: 1743-1 Asana, Asaba-cho, Iwata-gun, Shizuoka Pref., Japan
(3) Date of establishment: May 28, 1986
(4) Capital: ¥720 million
(5) No. of employees: 182 (As of January 31, 2005)
(6) Shareholder: Minebea Co., Ltd. 100%
(7) Net sales: ¥29,245 million (Fiscal year ended March 31, 2004)
(8) Ordinary income: ¥90 million (Fiscal year ended March 31, 2004)
(9) Relationship with Minebea: Subsidiary
5. Impact of the Takeover on Minebea's Results
There will be no impact on Minebea's unconsolidated and consolidated results.
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