NSK Ltd. (hereinafter, “NSK”; Headquarters: Tokyo, Japan; President and CEO: Toshihiro Uchiyama) hereby announces that it has resolved today to carry out an absorption-type merger (hereinafter, the “Merger”) of consolidated subsidiary NSK Overseas Holdings Co., Ltd. (hereinafter, “NOH”). Details are provided below; however, as the Merger comprises absorbing a wholly-owned subsidiary, the particulars and content for disclosure have been partially abridged.

1. Purpose of the Merger

NOH has been serving as the holding company for major NSK Group companies both inside and outside Japan, and has been fulfilling an administrative and management role. The decision to absorb NOH was made as part of efforts to increase administrative efficiency by simplifying the NSK Group's internal management and control structures.

2. Overview of the Merger

(1) Schedule

Date of resolution by NSK's President and CEO December 6, 2018 (Thu)

Date of resolution by NOH's Board of Directors December 6, 2018 (Thu)

Date of execution of the Merger agreement December 6, 2018 (Thu)

Effective Date of the Merger (Scheduled Date) March 1, 2019 (Fri)

Note: For NSK, under Article 796, Paragraph 2 of the Companies Act of Japan, the Merger qualifies as a short-form merger, and for NOH, under Article 784, Paragraph 1 of the Companies Act of Japan, the Merger qualifies as a summary merger. Accordingly, the Merger will be carried out without NSK and NOH holding their respective general meetings of shareholders to obtain approval for the Merger agreement.

(2) Method of the Merger

The Merger will be implemented by way of an absorption-type merger, and NOH will be dissolved.

(3) Details of Allotment under the Merger

Since NOH is a wholly owned subsidiary of NSK, NSK will not allot shares or deliver any other cash or consideration to NOH shareholders.

(4) Treatment of Share Options and Corporate Bonds with Share Options under the Merger

Not applicable.

3. Profile of the Parties in the Merger

Surviving Company

(1) Name NSK Ltd.

(2) Address 6-3, Ohsaki 1-chome, Shinagawa-ku, Tokyo, Japan

(3) Name and title of representative Toshihiro Uchiyama, President and CEO

(4) Business description Manufacture and sale of bearings and automotive products.

(5) Capital 67,176 million yen

(6) Date established November 8, 1916

(7) Number of shares issued and outstanding 551,268 thousand shares

(8) Accounting closing date March 31

(9) Major shareholders and share ownership

(As of March 31, 2018) 

The Master Trust Bank of Japan, Ltd. (Trust Account) 8.13%

Japan Trustee Services Bank, Ltd. (Trust Account) 5.89%

Meiji Yasuda Life Insurance Company 5.20%

Fukoku Mutual Life Insurance Company 5.20%

Nippon Life Insurance Company 5.19%

(10) Business Performance and Financial Condition in the Last Fiscal Year

Fiscal year Year ended March 31, 2018 (consolidated, IFRS)

Total equity attributable to owners of the parent 537,175 million yen

Total assets 1,092,310 million yen

Equity per share attributable to owners of the parent 1,016.30 yen

Sales 1,020,338 million yen

Operating income 97,875 million yen

Income before income taxes 97,248 million yen

Net income attributable to owners of the parent 69,312 million yen

Basic earnings per share attributable to owners of the parent 131.16 yen

Absorbed Company

(1) Name NSK Overseas Holdings Co., Ltd.

(2) Address 6-3, Ohsaki 1-chome, Shinagawa-ku, Tokyo, Japan

(3) Name and title of representative Toshihiro Uchiyama, President

(4) Business description Administration and management of major NSK Group companies inside and outside Japan.

(5) Capital 57,210 million yen

(6) Date established June 29, 1990

(7) Number of shares issued and outstanding 772 shares

(8) Accounting closing date March 31

(9) Major shareholders and share ownership (As of March 31, 2018) NSK Ltd. 100%

(10) Business Performance and Financial Condition in the Last Fiscal Year

Fiscal year Year ended March 31, 2018 (non-consolidated, J-GAAP)

Net assets 93,571 million yen

Total assets 95,612 million yen

Net assets per share 121,206,838.45 yen

Net sales -

Operating income (60 million) yen

Income before income taxes 3,360 million yen

Net income 3,327 million yen

Net income per share 4,310,572.03 yen

4. Status Following the Merger

There will be no change to NSK's company name, address, representatives, business description, capital, or accounting closing date as a result of the Merger.

5. Effects on NSK's Consolidated Business Performance

NSK expects that the impact of the Merger on consolidated business performance, if any, will be minor because the Merger comprises absorbing a company that is a wholly-owned subsidiary.