NSK Ltd. (NSK; Headquarters: Tokyo, Japan; President and CEO: Norio Otsuka) announced today that its Board of Directors resolved at a meeting held on May 21, 2010, to merge its wholly owned subsidiary, NSK Fukushima Co., Ltd. (hereafter, “NSK Fukushima”) by absorption. Details are provided below; however, some items and details normally required for disclosure have been omitted since this merger is a simple merger with a wholly owned subsidiary.
1, Purpose of merger
NSK Fukushima manufactures various types of bearings which constitute a part of the NSK Group's product line. NSK decided to merge NSK Fukushima by absorption with the aim of strengthening its corporate structure through unified group management.
2. Overview of merger
1) Timetable
Resolution by the Board of Directors to conduct this merger: May 21, 2010 (Friday)
Conclusion of the merger agreement: May 21, 2010 (Friday)
Effective date of this merger: July 1, 2010 (Thursday) (scheduled)
Note: Because this merger falls within the scope of a simple merger as defined under Article 796, Item 3, of Japan's Companies Act, and a short-form merger as defined under Article 784, Item 1, of the Companies Act, NSK and NSK Fukushima will not hold their respective general meetings of shareholders for obtaining approval for the merger agreement.
2) Method of merger
This merger will be implemented by way of merger by absorption, in which NSK will continue its operations and NSK Fukushima will be dissolved.
3) Compensation for merger
Since this is a merger with a wholly owned subsidiary, there will be no issuance of new shares or other provision of compensation.
4) Handling of the dissolved company's new share subscription warrants and bonds with subscription warrants
This item is not applicable to this merger.
3. Details of the companies undertaking the merger by absorption (as of March 31, 2010)
4. Company status following the merger by absorption
There will be no change to NSK's company name, head office location, representative, description of business, capitalization or fiscal year as a result of this merger.
Other News:
Notice of Consolidated Subsidiary Merger From NSK
Applied Industrial Technologies Earns GSA Contract Renewal
NSK Develops Lightweight Lipped Thrust Race for Automatic Transmission
NSK Receives the 60th Outstanding Technical Paper Award from the Society of Automotive Engineers of Japan
NSK Develops High-Load Capacity, Interchangeable Rails and Ball Slides for PU/PE Miniature Linear Guide Series
GGB introduces fluid film bearings at Hannover Messe
Kaman Says Subsidiary President T. Jack Cahill will Retire at the End of August
ERIKS Expand Operations in Hull
