Share Exchange Agreement
Exhibit 4.3
(Translation)
Nidec Corporation (“Nidec”) and Nidec Tosok Corporation (“the Company”) hereby enter into this Share Exchange Agreement (this “Agreement”).
Article 1: Share Exchange
Nidec and the Company shall execute a share exchange (the “Share Exchange”) with Nidec becoming the wholly-owning parent company of the Company and the Company becoming the wholly-owned subsidiary of Nidec in accordance with this Agreement, and Nidec will acquire all outstanding shares of the Company (excluding shares of the Company held by Nidec) pursuant to the Share Exchange.
Article 2: Trade Names and Addresses of Nidec and the Company
The trade names and addresses of Nidec and the Company are as set forth below.
| (1) | Nidec |
| 1. | Trade name: Nidec Corporation |
| 2. | Address: 000 Xxxxxxxxx-xxx, Xxxx, Xxxxxx-xx, Xxxxx |
| (2) | The Company |
| 1. | Trade name: Nidec Tosok Corporation |
| 2. | Address: 2-215 Sobudai, Zama City, Kanagawa |
Article 3: Effective Date
The effective date of the Share Exchange shall be October 1, 2013; provided, however, that the effective date may be modified following consultations by Nidec and the Company if necessary based on the progress of the Share Exchange procedures in accordance with Article 790 of the Companies Act. In this case, the Company shall give public notice of the modified effective date by the day before the pre-modification effective date (if the modified effective date is before the pre-modification effective date, then the modified effective date).
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Article 4: Matters relating to the Number of Shares Granted and Allocation of Shares Pursuant to the Share Exchange
| 1. | When executing the Share Exchange, in exchange for the Company common stock, Nidec shall grant Nidec common stock equal to the number of the Company common shares owned times 0.124 (fractions less than one share shall be rounded down) to the Company shareholders of record (excluding Nidec; referred to as “Shareholders at the Reference Time”) immediately prior to the acquisition of all the Company issued shares (excluding shares of the Company held by Nidec) by Nidec pursuant to the Share Exchange (the “Reference Time”). |
| 2. | When executing the Share Exchange, Nidec shall allocate to Shareholders at the Reference Time 0.124 shares of Nidec common stock for each one share of the Company common stock owned. |
| 3. | When executing the Share Exchange, if any the Company shareholder receives fractional shares of less than one share of Nidec common stock as a result of allocation pursuant to the preceding subsection at the Reference Time, Nidec shall handle such fractional shares in accordance with Article 234 of the Companies Act. |
Article 5: Matters relating to Capital and Reserves
The amounts of Nidec’s capital and reserves to be increased in conjunction with the Share Exchange are set forth below.
| Capital: |
Zero (0) yen | |
| Capital reserves: |
Amount of change in shareholder’s equity stipulated in Article 39 of the Corporate Accounting Rules | |
| Retained earnings reserve: |
Zero (0) yen |
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Article 6: Approval Procedures
| 1. | Pursuant to Article 796, Paragraph 3 of the Companies Act, Nidec shall execute the Share Exchange without obtaining approval of this Agreement by resolution of its general shareholders meeting; provided, however, that if approval of Nidec’s general shareholders meeting is required pursuant to Article 796, Paragraph 4 of the Companies Act, Nidec shall seek approval of this Agreement and the adoption of resolutions concerning necessary matters from its general shareholders meeting by the day before the effective date. |
| 2. | The Company shall seek approval of this Agreement and the adoption of resolutions concerning matters necessary for the Share Exchange at its ordinary general shareholders meeting scheduled for June 20, 2013; provided, however, that this may be modified following consultations between Nidec and the Company if necessary according to the progress of the Share Exchange procedures. |
Article 7: Handling of Treasury Shares
The Company shall cancel all treasury shares (including any treasury shares acquired from dissenting shareholders exercising their purchase demand rights in connection with the Share Exchange pursuant to Article 785, Paragraph 1 of the Companies Act) that it holds as of the Reference Time effective as of the Reference Time by resolution of the the Company board of directors adopted at a meeting to be held by the day before the effective date.
Article 8: Management of Corporate Assets
Nidec and the Company shall conduct operations and manage and administer their assets with the due care of a good manager from the day of execution of this Agreement until the day before the effective date of the Share Exchange, and any conduct that will have a material impact on those assets and rights and duties shall be performed following discussions by and agreement between Nidec and the Company.
Article 9: Modification of the Share Exchange Conditions and Cancellation of this Agreement
If during the period from the date of execution of this Agreement until the day before the effective date of the Share Exchange any material changes to the assets or management status of Nidec or the Company occur, any circumstances that would materially impede execution of the Share Exchange occur, or it otherwise becomes difficult to achieve the objectives of this Agreement, following discussions by Nidec and the Company, the share exchange conditions may be modified or this Agreement may be canceled.
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Article 10: Effectiveness of this Agreement
If any lawful institutional decisions of Nidec or the Company specified in Article 6 or permits, licenses, registrations, approvals, and the like from the competent authorities necessary for the execution of the Share Exchange cannot be obtained, this Agreement shall cease to be effective.
Article 11: Consultation Matters
Further to the provisions of this Agreement, Nidec and the Company shall engage in consultations in good faith and make a determination in accordance with the intent of this Agreement concerning any necessary matters relating to the Share Exchange.
IN WITNESS WHEREOF, this Agreement shall be prepared in duplicate, and following execution by Nidec and the Company, each shall retain one copy.
April 23, 2013
| Nidec: | ||
| Nidec Corporation | ||
| 000 Xxxxxxxxx-xxx, Xxxx, Xxxxxx-xx, Xxxxx | ||
| By: Xxxxxxxxx Xxxxxxxx, Chairman of the Board, President and Chief Executive Officer | ||
| The Company: | ||
| Nidec Tosok Corporation | ||
| 2-215 Sobudai, Zama City, Kanagawa | ||
| By: Xxxxxxx Xxxxxx, President and CEO | ||
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