Nidec : Completes Acquisition of OMRON Automotive Electronics Co. Ltd

31/10/2019

Masahiro NagayasuGeneral ManagerInvestor [e-mail]

Released on October 31, 2019, in Kyoto, Japan

Nidec Corporation (TSE: 6594) (OTC US: NJDCY) (the 'Company' or 'Nidec') announced today that the Company completed the acquisition of OMRON Automotive Electronics Co. Ltd. ('OMRON Automotive Electronics') from OMRON Corporation ('OMRON') (the 'Stock Acquisition') on October 31, 2019 (Japan time), in accordance with a stock purchase agreement entered into by the Company and OMRON on April 16, 2019 (Japan time).
At the same time as the Stock Acquisition, Nidec acquired another set of OMRON's subsidiaries, OMRON AUTOMOTIVE ELECTRONICS de Mexico, S. de R.L. de C.V. and OMRON COMPONENTES AUTOMOTIVOS LTDA., collectively called 'Target Overseas Subsidiaries'. The overviews of OMRON Automotive Electronics, its subsidiaries and the Target Overseas Subsidiaries are stated in 'Outline of the Major Acquired Companies' below.
In the meantime, as announced on October 29, 2019, the acquisition of the automotive electronics components businesses of PT. OMRON MANUFACTURING OF INDONESIA and OMRON VIETNAM CO., LTD. (collectively 'Target Overseas Businesses') is expected to complete by the end of June 2020, although the profits and risks associated were transferred to Nidec as of today. Nidec decided not to acquire the business from OMRON HONG KONG LTD.
Hereinafter, the Stock Acquisition, acquisition of the Target Overseas Subsidiaries and Target Overseas Businesses are collectively defined as the 'Transaction'.

1. Outline of the Major Acquired Companies 1) Change of Company Names

Locations	Current Company Names	Planned New Company Names
Komaki, Japan	OMRON Automotive Electronics Co. Ltd.	NIDEC MOBILITY CORPORATION
Chicago, Detroit and Ohio, USA	Omron Automotive Electronics, Inc.	NIDEC MOBILITY AMERICA CORPORATION
Guangzhou, China	Omron (Guangzhou) Automotive Electronics Co., Ltd	NIDEC MOBILITY (GUANGZHOU) CORPORATION
Seoul, Anseong, Korea	Omron Automotive Electronics Korea Co., Ltd.	NIDEC MOBILITY KOREA CORPORATION
Silao, Mexico	Omron Automotive Electronics de Mexico S. de R.L.de C.V.	NIDEC MOBILITY MEXICO S. de R.L. de C.V.
Bangkok, Ayutthaya Thailand	Omron Automotive Electronics Co., Ltd.	NIDEC MOBILITY (THAILAND) CO., LTD.
Gurgaon, India	Omron Automotive Components India Pvt Ltd.	NIDEC MOBILITY INDIA PVT LTD.
Stuttgart, Germany	Omron Automotive Electronics Europe GmbH	NIDEC MOBILITY GERMANY GmbH
Stuttgart, Germany	Omron Automotive Technologies Europe GmbH	NIDEC MOBILITY TECHNOLOGIES GERMANY GmbH
Vinhedo, Brazil	Omron Componentes Automotivos Ltda.	NIDEC MOBILITY BRAZIL LTDA.
Oakville, Canada	Omron Automotive Technologies, Inc.	NIDEC MOBILITY CANADA CORPORATION
Kingswinford, United Kingdom	Omron Automotive European Service Ltd.	NIDEC MOBILITY UK LTD.

2) New Directors

Planned New Company Name	Planned New Directors
NIDEC MOBILITY CORPORATION	Member of the Board, Chairman　Shigenobu Nagamori Member of the Board, Representative　Katsuhiro Wada Director, President　 Director, Vice President　Makoto Daicho Director, Vice President　Toshinori Takahashi Member of the Board　Kazuya Hayafune Member of the Board　Yoshihisa Kitao Member of the Board　Takeaki Ishii Audit & Supervisory Board Member　Hiroyuki Ochiai Vice President　Randy Wara Vice President　Tetsuya Fukumoto Vice President　Kenji Nakajima Vice President　Masaaki Kirihata
NIDEC MOBILITY AMERICA CORPORATION	Member of the Board, Chairman　Katsuhiro Wada Member of the Board, President　Randy Wara Member of the Board　Toshinori Takahashi Vice President　Steve Kozik
NIDEC MOBILITY (GUANGZHOU) CORPORATION	Chairman　Katsuhiro Wada President　Kazushi Kadogaki Executive Vice President　Eizo Kitamura Member of the Board　Makoto Daicho Member of the Board　Toshinori Takahashi Audit & Supervisory Board Member　Wataru Gohara
NIDEC MOBILITY KOREA CORPORATION	Representative Director, Chairman　Katsuhiro Wada Representative Director, President　Isao Okaniwa Director　Kim Jee Duck Director　Makoto Daicho Director　Tetsuya Fukumoto　 Audit & Supervisory Board Member　Wataru Gohara
NIDEC MOBILITY MEXICO S. de R.L. de C.V.	Member of the Board, President　Randy Wara Member of the Board　Juan Rodriguez Member of the Board　Katsuhiro Wada Member of the Board　Kenji Nakajima Vice President　Martin Avila Vice President　Steve Kozik Vice President　Mark Borgan
NIDEC MOBILITY (THAILAND) CO., LTD.	Member of the Board　Yoichi Toguchi Member of the Board　Katsuhiro Wada Member of the Board　Makoto Daicho Member of the Board　Kenji Nakajima
NIDEC MOBILITY INDIA PVT LTD.	Member of the Board　Yoshihiro Nohara Member of the Board　Katsuhiro Wada Member of the Board　Keiji Oshima
NIDEC MOBILITY GERMANY GmbH	Member of the Board, President　Randy Wara
NIDEC MOBILITY TECHNOLOGIES GERMANY GmbH	Member of the Board, President 　Randy Wara
NIDEC MOBILITY BRAZIL LTDA.	Member of the Board　Hidenobu Ishida Member of the Board　Kenichi Sugita　 Audit & Supervisory Board Member　Wataru Gohara
NIDEC MOBILITY CANADA CORPORATION	Member of the Board, President　Randy Wara Member of the Board　Dale Morrison Member of the Board　Tetsuya Fukumoto
NIDEC MOBILITY UK LTD.	Member of the Board, President 　Randy Wara

2. Purpose of the Transaction and Future Operation Policy

Nidec positions its automotive motor business as one of the Company's key strategic businesses, and engages in active efforts in the business for automotive motor market which the Company expects to grow rapidly in the coming years. Nidec particularly focuses on module products composed of electric power steering (EPS) motors, electric brake motors, etc. and electronic control units (ECU) eyeing further electrification and autonomous driving in the automotive industry, as well as EV traction motor systems, etc. for which significant future market growth can be expected. The Company anticipates that the electrification trend will accelerate further in response to environmental and energy related challenges on a global scale, and will step up research and development activities with Nidec Elesys, an ECU manufacturer which joined the Nidec group in 2014, to create more electrification products going forward.
OMRON Automotive Electronics engages in research and development, manufacturing, and sales of automotive electronics products as a subsidiary of OMRON Group, which has strengths in control equipment, systems, and electronic components based on its sensing and control technologies. In particular, OMRON Automotive Electronics has produced many high-quality control products forbody control system, ECUs for motor control systems, power control systems, and other areas to address the market's electrification needs. Through the Transaction, the Company will be able to create new module and systems products by combining Nidec group's motors, pumps, gears, etc. with OMRON Automotive Electronics' products including ECUs and other electronics products.
Furthermore, Nidec Elesys and OMRON Automotive Electronics have a complementary relationship in the area of ADAS (Advanced Driver Assistance Systems), creating significant synergies. In particular, Nidec Elesys has strengths in wave radar and camera-related products, while OMRON Automotive Electronics has strengths in laser radar and driver monitoring systems, which will allow the two companies to collectively provide a full spectrum of sensors required for
autonomous driving in the future. Following the Transaction, the Company expects that the both companies will cooperate within the Nidec Group to provide a wide variety of sensor products which support autonomous driving technologies.

3. Effect on Financial Performance of the Current Fiscal Year

Once we determine the impact of the Transaction on our financial performance for the current fiscal year, we will make appropriate disclosure pursuant to the rules of the Tokyo StockExchange, and announce any changes to our forecasts as required thereunder.

Cautionary Statement Concerning Forward-Looking Information

This press release contains forward-looking statements regarding the intent, belief, strategy, plans or expectations of the Nidec Group or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the risks to successfully integrating the acquired business with the Nidec Group, the anticipated benefits of the Transaction not being realized, changes in general economic conditions, shifts in technology or user preferences for particular technologies and changes in business and regulatory environments. The Nidec Group does not undertake any obligation to update the forward-looking statements contained herein or the reasons why actual results could differ from those projected in the forward-looking statements except as may be required by law.

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