TOKYO, - September 25th, 2001 -- NEC Corporation ("NEC") (NASDAQ: NIPNY, FTSE: 6701q.l, TSE: 6701) and Tokin Corporation ("Tokin") (TSE: 6759) today announced that the two companies reached an agreement in principle that effective as of April 1, 2002, NEC will transfer its electronic components business to Tokin.
The electronic components business of NEC to be transferred to Tokin (the "Business") is the business of manufacturing and sale of capacitors, batteries and relays. In the fiscal year ended March 31, 2001, the Business has consolidated net sales of 77.3 billion yen and approximately 5,000 employees (3,200 overseas and 1,800 in Japan). The transfer will give Tokin complete ownership of NEC Mobile Energy Corporation, a NEC's subsidiary in charge of NEC's battery business, and NEC Technologies (Thailand) Co., Ltd., one of NEC's capacitor manufacturing subsidiaries. The capacitor manufacturing unit of NEC Toyama, Ltd., and the relay manufacturing unit of NEC Tohoku Ltd. will be also transferred to Tokin.
In the fiscal year ended March 31, 2001, Tokin, with its four internal business units: metal and magnetic based product business, EMC business, network device business, and media recording business, has consolidated net sales of 92.6 billion yen and approximately 9,300 employees (6,300 overseas and 3000 in Japan). With the transfer of the Business, Tokin will have consolidated net sales of approximately 170 billion yen and employees of approximately 14,300.
The transfer of the Businesses to Tokin will be made by a scheme of the "division and transfer of business" under the Commercial Code of Japan (Kaisha Bunkatsu). The number of shares of Tokin common stock to be issued to NEC in exchange for the transfer of the Business will be 49,682,386 shares, which is agreed by the two companies based upon valuation by their financial advisors. As a result, as of April 1, 2002, NEC will hold approximately 66.60% of outstanding shares of Tokin common stock. (Presently NEC's holding in Tokin is approximately 40.60%, which includes of 19.90% shares transferred to a securities-based employee retirement benefit trust created by NEC). The number of shares to be issued to NEC is subject to change through mutual consultation between the two companies if there occurs any material change in the conditions on which the valuation is based.
NEC is currently aiming to advance its solution business and, at the same time, to maximize the corporate value of the entire NEC Group by reorganization of its affiliates. In order to focus on the system LSI business, NEC Electron Devices, one of the in-house companies of NEC, will transfer the Businesses to Tokin, and will stimulate the growth of Tokin as the company in charge of electronic component business in the NEC Group. Tokin, which has a wide range of products based on materials-orientated technology, will aim to become a world leading electronic components manufacturer by strengthening competitiveness through the integration of NEC's electronic components business which offers high-density, strategic products in the area of mobile terminals and broad-band infrastructure market and synergies created thereby such as the unification of engineering resources and the acceleration of shift to overseas production.
After the business integration, Tokin will target four markets: IT terminals, IT infrastructure, car electronics, and new markets, by offering electronic components of high functionality. It is expected that the business integration will bring various effects in the areas of product development, sales and supply, procurement or fixed cost reductions.
For product development, by integration of Tokin's abundant materials technology (metal materials, ferrite, dielectric material, optical devices) and NEC's product development resources, Tokin will be able to carry out its development and manufacturing in a total process from the materials to the end products. Further, it will be possible to proactively provide a much wider range of device solutions, including new type of device solutions such as modularization of devices, to a customer by offering products together, which are currently offered by NEC and Tokin separately.
On the manufacturing side, cost reductions can be achieved through integration and streamlining of domestic production facilities, fixed cost reductions through expansion of overseas production and a flexible shift of employee bases, as well as, further cost curtailment through effective use of overseas production facilities. (NEC has production facilities in Thailand and Philippines, and Tokin has production facilities in China, Vietnam, Malaysia and Taiwan.)
Regarding sales, cost reductions are expected through the business integration of domestic and overseas sales networks and sales channels, which currently overlap in almost all areas or customers. The sales force will also be strengthened through integration of marketing activities and expansion of customer coverage.
In the area of procurement, it is expected that the business integration will bring about such effect as lower prices from the unification of procurement routes and cost reductions contributed by the recycling of materials.
Through the above synergistic effects which are expected to result from the integration, Tokin will aim to become a world leading electronic components manufacturer, achieving a target of consolidated net sales of 200 billion yen and operating margin of over 10% in the fiscal year ending March 31, 2003.
About Tokin Corporation
Taking advantage of its progressive/highly developed materials technologies, Tokin is proud to offer a wide variety of devices and systems for use in a broad range of products such as high-performance household appliances, office equipment, audio/visual equipment, and car electronics. For further information, please visit the Tokin home page at: www.tokin.co.jp
About NEC Corporation
NEC Corporation (NASDAQ: NIPNY) (FTSE: 6701q.l) is a leading provider of Internet solutions, dedicated to meeting the specialized needs of its customers in the key computer, network and electron device fields through its three market-focused in-house companies: NEC Solutions, NEC Networks and NEC Electron Devices. NEC Corporation, with its in-house companies, employs more than 150,000 people worldwide and saw consolidated net sales of 5,409 billion Yen (approx. US$43 billion) in the fiscal year ended March 31, 2001. For further information, please visit the NEC home page at: http://www.nec.com