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Notice regarding Absorption Merger of Consolidated Subsidiaries (Simplified Merger, Short-form Merger)April 4, 2018Press Release

At the board of directors meeting held on March 23, NTN Corporation (hereafter, NTN) resolved to merge three consolidated subsidiaries (NTN Kongo Corporation, NTN Mikumo Company Limited and NTN Engineering Plastics Corporation), which are consolidated subsidiaries wholly owned by NTN. The details are as follows.

As this merger is a simplified absorption-type merger for consolidated subsidiaries, some disclosure items and details are omitted.

1. Purpose of the merger

NTN has decided to absorb the consolidated subsidiaries in order to enhance the efficiency of management of the Group and make effective use of management resources while speeding up decision-making.

2. Summary of the merger

(1) Schedule for the merger

  • Date of the board of director's resolution
    March 23, 2018
  • Date of concluding a merger agreement
    March 23, 2018
  • Effective date of merger
    October 1, 2018
    (scheduled)

* This merger will be a simplified merger under Article 796, Paragraph 2 of the Company Act and a short-form merger as stipulated in Article 784, Paragraph 1 of the Company Act for the corresponding consolidated subsidiaries. Therefore, no general meeting of shareholders will be held at any of the consolidated subsidiaries to obtain approval for the merger agreement.

(2) Method of the merger

The consolidated subsidiaries will be dissolved via the absorption merger method with NTN as the surviving company.

(3) Allocation pertaining to the merger

Since NTN owns all of the outstanding shares of the consolidated subsidiaries, no shares or other money will be allocated at the time of the merger.

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights accompanying the merger

Not applicable.

3. Overview of the companies involved in the merger (as of March 31, 2017)

  Surviving company Dissolving company 1
(1) Name NTN Corporation NTN Kongo Corporation
(2) Address 1-3-17 Kyomachibori, Nishi-ku, Osaka-shi 1-3-13 Kidonishi-cho, Kawachinagano-shi, Osaka Prefecture
(3) Title and name of representative President Hiroshi Ohkubo President Kazuhiko Yamanaka
(4) Line of business Manufacture and sale of bearings, driveshafts, and precision equipments Manufacture of bearings
(5) Common stock 54,346 million yen 1,000 million yen
(6) Date of establishment March 19, 1934 January 21, 1978
(7) Number of outstanding shares 532,463,527 2,000,000
(8) Settlement period March 31 March 31
(9) Major shareholders and shareholding ratio
  • The Master Trust Bank of Japan, Ltd. (trust account)  7.2%
  • Japan Trustee Services Bank, Ltd. (trust account)  4.7%
  • The Dai-ichi Life Insurance Co., Ltd.  4.3%
  • Meiji Yasuda Life Insurance Company  4.2%
  • The Bank of Tokyo-Mitsubishi UFJ, Ltd.  4.0%
NTN Corporation  100.0%
(10) Financial condition and operating results for most recent fiscal year
Settlement period Fiscal year ended March 31, 2017 (consolidated) Fiscal year ended March 31, 2017 (non-consolidated)
Net assets 245,050 million yen 12,753 million yen
Total assets 798,891 million yen 17,792 million yen
Net assets per share 431.66 yen 6,376.50 yen
Net sales 683,328 million yen 19,313 million yen
Operating income 35,622 million yen 1,973 million yen
Ordinary income 29,604 million yen 1,994 million yen
Net income (attributable to parent company shareholders) 2,830 million yen 1,374 million yen
Net income per share 5.33 yen 687.12 yen
  Dissolving company 2 Dissolving company 3
(1) Name NTN Mikumo Company Limited NTN Engineering Plastics Corporation
(2) Address 750-1 Onoe-cho, Matsusaka-shi, Mie Prefecture 1-3-17 Kyomachibori, Nishi-ku Osaka-shi
(3) Title and name of representative President Tadao Okamura President Toshihiro Murei
(4) Line of business Manufacture of bearings, precision equipments, etc. Manufacture of bearings, precision equipments, etc.
(5) Common stock 450 million yen 100 million yen
(6) Date of establishment November 22, 1988 October 5, 1965
(7) Number of outstanding shares 9,000 200,000
(8) Settlement period March 31 March 31
(9) Major shareholders and shareholding ratio NTN Corporation  100.0% NTN Corporation  100.0%
(10) Financial condition and operating results for most recent fiscal year
Settlement period Fiscal year ended March 31, 2017 (non-consolidated) Fiscal year ended March 31, 2017 (non-consolidated)
Net assets 7,050 million yen 4,675 million yen
Total assets 11,148 million yen 7,272 million yen
Net assets per share 783,407.66 yen 23,376.58 yen
Net sales 11,414 million yen 5,241 million yen
Operating income 1,049 million yen 498 million yen
Ordinary income 1,103 million yen 533 million yen
Net income 767 million yen 352 million yen
Net income per share 85,302.33 yen 1,760.45 yen

4. Situation after the merger

There will be no change to the company name, address, title and name of the representative, line of business, capital or settlement period due to the merger.

5. Future prospects

The merger will have only a minor impact on NTN's consolidated financial results.

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