Nidec Sankyo manufactures and sells wafer handling robots used in the process of
semiconductor and flat panel display manufacturing in the clean rooms. As the demand for
semiconductor production equipment is expected to grow significantly, Nidec Sankyo
aims to increase its presence in the semiconductor industry by expanding product lineup
and enhancing global reach.
Genmark mainly develops, manufactures and sells atmospheric and vacuum robots
for semiconductor wafer handling together with ancillary equipment. Genmark has
particular strength in developing robots that operates in IoT environment, for which the
demand is expected to grow. In addition, Genmark has multiple talented engineers who
can meet severe demands from major customers, strong marketing and after-sales network
in the USA, Europe and Asia. Germark has established close relationship with major
semiconductor manufacturers.
After acquiring Genmark, Nidec Sankyo will utilize Genmark’s product
development and production capabilities to strengthen its product lineup and global
network, which will allow cross sales between Nidec Sankyo and Genmark. Nidec Sankyo
aims to further grow by capturing demand of expanding semiconductor market.
| (1) Company Name | Nidec Sankyo Coporation |
| (2) Headquarter | 5329, Shimosuwa-machi, Suwa-gun, Nagano Japan |
| (3) Name and tile of Representative Person | President: Kenji Hirasawa |
| (4) Description of business |
Develops, manufactures and sells motors, motor drive units, card readers, industrial robots, plastic molded parts, music boxes, etc. |
| (5) Paid-up capital | JPY 35,270 million |
| (1) Company name | Genmark Automation, Inc. | ||
| (2) Headquarter |
46723 Lakeview Blvd. Fremont, California 94538 U.S.A. |
||
|
(3) Name and title of representative person |
Chairman & CEO: Mila Genov | ||
| (4) Description of business |
Develops, manufactures and sells semiconductor wafer handling robots, motion control products and integrated tool automation |
||
| (5) Establishment | August 15, 1989 | ||
|
(6) Major shareholder and percentage of shareholding |
Mila Genov: 83.8％ Others: 16.2% |
||
|
(7) Relationship between Genmark and the Company |
Capital relationship | Not applicable | |
| Human relationship | Not applicable | ||
| Business relationship | Not applicable | ||
| (8) Financials | |||
|
Accounting period (Unit: millions of USD) |
Fiscal year ended December 2015 |
Fiscal year ended December 2016 |
Fiscal year ended December 2017 |
| Net assets | 6.1 | 5.3 | 11.2 |
| Total assets | 28.5 | 27.0 | 16.4 |
| Net sales | 26.1 | 24.3 | 24.7 |
| Adjusted operating income(*) | (2.2) | 1.5 | 3.9 |
|
Adjusted operating income margin(*) |
(8.3%) | 6.2% | 15.8% |
(*) Excludes payment which will not occur post acquisition and one-time expense
(1) Consideration
The consideration will be all cash. Purchase price cannot be disclosed due to
agreement with the seller. Purchase price is understood to be proper and has been
determined through the due diligence process.
(2) Payment and Funding
Cash on hand
(3) Transaction structure
Nidec Sankyo plans to enter into reverse triangular merger in order to acquire 100%
of Genmark shares. Nidec Sankyo will acquire 100% of GS, special purpose company
established and fully owned by Genmark. As a result of the merger of Genmark and
GS, which will be approved by Genmark majority shareholders, GS shares will convert
into Genmark shares. Genmark shareholders will receive cash from Nidec Sankyo and
all existing Genmark shares will be cancelled. As a result, Genmark will become a
fully owned subsidiary of Nidec Sankyo.
(4) Schedule
Estimated closing of the transaction: Early May 2018
The transaction is expected to have no significant impact on Nidec’s consolidated
financial performance for the fiscal year ending March 31, 2019.
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 planned
transaction not being realized, changes in general economic conditions, shifts in technology or
user preferences for particular technologies, whether and when required regulatory approvals are
obtained, other risks relating to the successful consummation of the planned transaction, 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.
NIDEC CORPORATION
CORPORATE OFFICE: 338 KUZETONOSHIRO-CHO, MINAMI-KU, KYOTO 601-8205 JAPAN
PHONE: KYOTO +81-75-935-6140 FAX: +81-75-935-6141
URL: http://www.nidec.com/en-Global/
