Nidec Copal Electronics Announces Tender Offer for Shares of Fujisoku Corporation

KYOTO, Japan, Oct. 4, 2006 (PRIMEZONE) -- Nidec Copal Electronics Corporation (the "Company") (Tokyo:6883), one of the listed subsidiary companies of Nidec Corporation (NYSE:NJ), announced that its Board of Directors today resolved to acquire shares of Fujisoku Corporation ("Fujisoku"), a privately-owned manufacturing company, by means of a tender offer ("Tender Offer") as follows:

1. Objectives of the Tender Offer

The Company, under the new management formed in 2004, is laying the groundwork for future growth with a focus on new market exploration and is active in R&D, marketing, overseas sales networking and production expansion. Presently, the Company's top priority is the creation of new market opportunities for its flagship electronic circuit components, including trimmer potentiometers and switches, and the Company believes entering into a business alliance is a viable option in realizing this objective.

The Company believes Fujisoku has a global reach with a solid base of trusted customers for its strong brands of industrial operation/detection switches and a technological edge in the field of accurate measuring instruments. The Company further believes synergies with Fujisoku in R&D, manufacturing and sales will significantly enhance the Company's product portfolio and ability to meet increasing customer requirements in the manner that increases its corporate value and drives business growth towards becoming the world's top supplier of industrial switches.

Phoenix Capital Co., Ltd., the General Partner of Japan Recovery Fund II and the principal shareholder of Fujisoku, has agreed to tender all shares of Common Stock it owns in Fujisoku (140,000 shares, or 94.8% of Fujisoku's total outstanding shares) in the Tender Offer. The Board of Directors of Fujisoku passed a resolution supporting the Tender Offer on October 4, 2006. Upon completion of the Tender Offer, Fujisoku is expected to become a consolidated subsidiary of the Company.

2. Outline of Tender Offer


 (1)  Basic Information of Fujisoku

    a) Trade Name:                           Fujisoku Corporation

    b) Principal Lines of Business:          Manufacture, processing
                                             and sale of
                                             electric/electronic
                                             equipment and measurement
                                             instruments

    c) Date of Incorporation:                August 7, 1947

    d) Principal Office:                     1890, Sumiyoshi-cho,
                                             Kiduki, Nakahara-ku,
                                             Kawasaki-shi, Kanagawa,
                                             Japan

    e) Representative:                       Tsutomu Matsuo, President

    f) Paid-in Capital:                      Japanese yen 389,000,000
                                             (as of March 31, 2006)

    g) Total Number of Shares Outstanding:   147,700 shares (as of
                                             September 30, 2006)

    h) Major Shareholders and Shareholdings (as of September 30, 2006):

          Japan Recovery Fund II                       94.8%
          (Phoenix Capital Co., Ltd.)

          Takashi Kimura                                0.7%
          Mizuho Bank, Ltd.                             0.3%
          Kenzo Kimura                                  0.3%
          Toshiko Uehara                                0.2%
          Yujiro Kimura                                 0.2%
          Meiji Yasuda Life Insurance Company           0.2%
          Yoichi Kimura                                 0.1%
          Bank of Tokyo-Mitsubishi UFJ                  0.1%
          Mitsui Sumitomo Insurance Co. Ltd.            0.1%

    Note 1: Phoenix Capital Co., Ltd., the General Partner of Japan
            Recovery Fund II, converted all six Fujisoku Series A
            Convertible Preferred Stock held as of March 31, 2006 into
            120,000 shares of Fujisoku Common Stock (the
            "Conversion"), with the conversion ratio set at one
            Fujisoku Series A Convertible Preferred Stock for 20,000
            shares of Fujisoku Common Stock. As a Result, the total
            number of Fujisoku Common Stock issued amounted to 147,700
            shares as of September 30, 2006.

    Note 2: As of March 31, 2006, Phoenix Capital Co., Ltd. owned 20,000
            shares of Fujisoku Common Stock. Including the 120,000
            shares of Fujisoku Common Stock obtained through the
            Conversion, the total number of Fujisoku Common Stock owned
            by Phoenix Capital Co., Ltd. amounted to 140,000 shares as
            of September 30, 2006.

    Note 3: Each principal shareholder's percentage ownership indicated
            above, except that of Phoenix Capital Co., Ltd., is
            calculated based on the number of Fujisoku Common Stock
            held as of March 31, 2006.

    i) Relationships with the Company:

       Fujisoku has no existing relationships with the Company in terms
       of capital resources, transactions and human resources.

 (2)  Class of Shares to be Acquired through the Tender Offer: Common
      Stock

 (3)  Tender Offer Period: From Thursday, October 5, 2006 to Tuesday,
      October 31, 2006 (27 days)

 (4)  Tender Offer Price: 6,072 Japanese yen per share

 (5)  Basis of calculation:

      The Tender Offer Price of 6,072 Japanese yen per share was
      determined by taking into consideration various factors relating
      to Fujisoku's business conditions, financial and asset profile.

 (6)  The Total Number of Shares to be Purchased through the Tender
      Offer: 147,494 shares
      The Number of Shares to be purchased through this Tender Offer:
      140,000 shares
      The Number of Shares to be additionally purchased through this
      Tender Offer : 7,494 shares

      Note 1:  In the event that the total number of shares tendered is
               less than the "Number of Shares to be Purchased through
               the Tender offer" (i.e., 140,000 shares), none of the
               shares tendered will be purchased. In case the total
               number of shares tendered exceeds the "Number of Shares
               to be Purchased through the Tender offer" (i.e., 140,000
               shares), all the shares tendered will be purchased.

      Note 2:  No treasury shares held by Fujisoku are planned to be
               purchased through this Tender Offer.

      Note 3:  Any share less than one unit will not be subject to this
               Tender Offer.

 (7)  Changes in Shareholding after the Tender Offer

      Number of shares owned by the Company before the Tender Offer:
             0 shares (Shareholding ratio: 0%)

      Number of shares owned by the Company after the Tender Offer:
             140,000 shares (Shareholding ratio: 94.8%)

      Note 1:  "Number of shares owned by the Company after the tender
               offer" is the number of shares the Company will own,
               assuming it purchases 140,000 shares, as indicated in
               (7) above.

      Note 2:  In the event the total number of shares tendered exceeds
               the "Number of Shares to be Purchased through the Tender
               Offer" (i.e., 140,000 shares), all the shares tendered
               will be purchased.

      Note 3:  The above ownership is calculated based on Fujisoku's
               total number of shares outstanding as of September 30,
               2006 (i.e., 147,700 shares).

 (8)  Date of Public Notice of the Tender Offer: Thursday, October 5,
      2006

 (9)  Tender Offer Agent: Mitsubishi UFJ Securities Co., Ltd.

      Note:  Application for the Tender Offer other than through the
             Tender Offer Agent above will not be accepted.

 (10) Funds Required for the Tender Offer: 850,080,000 Japanese yen
      (Planned)

      Note 1:  The above amount is projected on the assumption that the
               "Number of Shares to be Purchased  through the Tender
               Offer" (i.e., 140,000 shares) is purchased at the Tender
               Offer Price.

      Note 2:  If all of the offered shares (i.e., 147,494 shares) are
               purchased as indicated in (6), the maximum projected
               amount will be 895,583,568 Japanese yen.

3. Agreement with Fujisoku on the Tender Offer

The Board of Directors of Fujisoku has passed a resolution supporting the Tender Offer.

4. Future Prospects

Upon completion of the Tender Offer, Fujisoku will become a consolidated subsidiary of the Company.

5. Certain Other Conditions on Purchase

This press release does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with, any contract therefor. The tender offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or any other means or instrumentality of interstate or foreign commerce (including, but not limited to, telephones, telexes, facsimile transmissions, e-mails and Internet communications) of, or of any facility of a national securities exchange of, the United States of America. Accordingly, copies of this press release and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America. No person may apply for this tender offer by the use of such means or instrumentality or of such facility, or from the United States of America. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will not be accepted. No securities or other consideration is being solicited in the United States and if sent in response by a resident of the United States of America will not be accepted. No indications of interest in the Tender Offer are sought by this press release.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions. Receipt of this press release will not constitute an offer in those jurisdictions in which it would be illegal to make the Tender Offer and in such circumstances it will be deemed to have been sent for information purposes only.

The Nidec Corporation logo is available at http://www.primezone.com/newsroom/prs/?pkgid=1734

CONTACT:  Nidec Corporation
          Hiroshi Toriba, Executive Director, Investor Relations
          +81-75-935-6140
          HIROSHI_TORIBA@notes.nidec.co.jp
Stock Market XML and JSON Data API provided by FinancialContent Services, Inc.
Nasdaq quotes delayed at least 15 minutes, all others at least 20 minutes.
Markets are closed on certain holidays. Stock Market Holiday List
By accessing this page, you agree to the following
Privacy Policy and Terms and Conditions.
Press Release Service provided by PRConnect.
Stock quotes supplied by Six Financial
Postage Rates Bots go here