2004
The Execution of the 7th Mid-term Management Plan
The Mitsuba Corporation will begin to execute its next Mid-term Management
Plan from April 2005. Details about the plan and its execution are as follows.
December 24, 2004
*Outline of the 7th Mid-term Management Plan
| 1. |
Perception of the environment |
|
In the midst of our anticipation of a gradual increase in the activities
of automobile manufacturers throughout the world, the Mitsuba Corporation
is also anticipating an increasingly severe competition among these global
automobile manufacturers and the manufacturers of automobile parts as well.
In light of this perception, we are also anticipating a rapidly increasing
demand for research and development activities designed to deal with environmental
problems, responses with regard to safety problems, demands for the development
of products offering higher performance at lower costs, as well as responses
and proposals for next generation technology. In our pursuit of higher
levels of quality, corporate obligations with regard to product assurance
also continues to grow. Furthermore, a four-hub production and supply system
and the localization of developmental activities are bound to continue
making more progress.
As a global player, it is safe for us to assume that the necessity of our
achieving an assured position in this field of endeavor will continue to
increase. With this in mind, it is our intention to carry out this Mid-term
Management Plan.
|
| 2. |
Period Covered by the 7th Mid-term Management Plan |
|
Mitsuba Corporation's 61st 63rd Term (April 2005 March 2008)
|
| 3. |
Slogan |
|
"Corporate Appeal through a New Corporate Establishment"
|
| 4. |
Management Policy(Basic Policy) |
|
| (1) |
Achieving the confidence of our customers through quality, technology and skill. |
| (2) |
The realization of victory in global cost competition through the mobilization
of group efforts. |
| (3) |
Continuing to confront challenging the high target with the growth and
teamwork among all of our employees.
|
|
| 5. |
Goals |
|
By the final year of the plan (March 2008), we anticipate Consolidated
Operating income of 3.7%. |
|
|
| 6. |
Principal measures |
|
We consider the following 2 plan categories to be of the utmost importance. |
|
| (1) |
WING Plan II (business strategy) expansion |
| (2) |
Management Constitution Reform plan expansion |
|
|
| 1) |
WING Plan II (business strategy) |
|
We intend to continue and further develop our 6th Mid-term Management Plan
(a plan designed to realize synergy with Jidosha Denki Kogyo Co., Ltd.
through business strategies that have been designed to elevate our competitive
edge in product costs in congruence with growth strategies aimed at future
corporate growth). The contents of this plan call for progress in the maintenance
of profit management systems, the enhancement of prime cost planning activities,
the promotion and development of new products and new technologies, the
enhancement of our manufacturing foothold systems, etc.
* "WING Plan" is an intra-company appellative intended to signify
the concepts of "Global", "Group", "Growth"
and "Win".
|
| 2) |
Management Constitution Reform Policy |
|
This plan, based upon the concept that "company constitution = organizational
constitution individual constitution" is a long-term policy that we intend to
continue and expand. The contents of this plan call for efforts directed
towards overall constitutional reform from all corporate aspects through
the elevation of management quality and product quality, the construction
of a system of governance, and the establishment of an efficient personnel
system capable of fully utilizing the potential of our valuable organizational
and personnel assets. |
|
|
|
| 7. |
Organizational Control |
|
In order to reinforce our group management activities, a Group Management
Planning Department (tentative name) is to be established. We also plan
to introduce a system that recognizes the officers in charge of affairs
in Transportation Equipment-related Operations in order for business strategies
to be carried out effectively and efficiently in our efforts to clearly
define profit responsibility. |
|
|
| 8. |
Policies for Each Individual Management (Administration) Function |
|
| 1) |
Sales |
|
In response to the ever-widening global constitution of our customers,
we intend to operate on a CS (Consumer Satisfaction) base in which expanded
sales promotion for individual businesses and individual areas are being
prepared and carried out. |
| 2) |
Research & Development |
|
Through the introduction of new development process flow, development activities
can be accelerated and quality can be elevated as we strive to achieve
profit reforms. Also, through increased sophistication and cost competitiveness,
we should be able to proceed with confronting the challenges of next generation
products and the important elements of a technology for the future. |
| 3) |
Production |
|
Through constitutional reforms leading to the achievement of universal
levels of quality for each product and the construction of a joint production
preparation system, through the realization of a vertical start of production,
a shortening of lead time, we are looking forward to major reforms in our
profits. |
|
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
TPM Recognition for Excellence Award
We are pleased to announce at this time that the Mitsuba Akagi Plant and
the Mitsuba Onishi Plant are scheduled to receive Class 1 TPM Recognition-for-Excellence
Awards at the Japan Institute of Plant Maintenance (Foundation) PM Recognition
for Excellence Awards presentation ceremonies for fiscal year 2004.
Details are as follows:
November 16, 2004
| 1. |
Award Presentation Ceremonies: |
|
| Time: |
Friday, December 17, 2004, from 14:30 |
| Place: |
Pacifico Yokohama
1-1-1 Minatomirai Nishi Ward, Yokohama City Kanagawa Pref. Japan |
|
| 2. |
Details of the awards to our company: |
|
| 1) |
Awards & Recipients |
|
|
Akagi Plant / Class 1 TPM Recognition-for-Excellence Award |
|
|
Onishi Plant / Class 1 TPM Recognition-for-Excellence Award |
| 2) |
Activities & Evaluation Points |
|
 |
Akagi Plant |
|
|
By aiming towards the production of a manufacturing base during those days
designated as the TPM foundation period, and through the promotion of participation
among all employees, the goal is to encourage increased feelings of "profiting
through TPM" and "benefiting through TPM". With regard to
independent preservation activities, the goal is the realization of an
extension of inspection cycles through the creation of patterns and QA
matrices in order to establish a preservation mode for all equipment and
parts. Also, in terms of quality preservation, by creating a 6-step pattern
and QA matrices, it is possible to realize an extraordinary improvement
in overall quality losses.
|
|
 |
Onishi Plant |
|
|
Through the participation of all employees, and by establishing a base
of independent preservation activities dedicated to the "independent
preservation of equipment by ourselves", we hope to achieve the 8
pillars of TPM activities. Moreover, by employing a range of production
reform activities, and by defining the "futility of movement which
denies any changes in personnel and equipment", improvements designed
to minimize ultimate losses can be developed which will help to achieve
the creation of a foundation designed to elevate quality and manufacturing
technology. |
|
| 3. |
Results achieved through these activities |
|
 |
Akagi Plant |
|
|
Total loss |
reduced by 90% (over 4 years) |
|
|
Poor quality of delivery BM contrast |
reduced by 90% |
|
|
Total equipment efficiency |
over 85% |
|
|
Cases of equipment failure |
reduced by 94% |
|
|
Inventory |
reduced by 40% |
|
 |
Onishi Plant |
|
|
Total loss BM contrast |
reduced by 50% |
|
|
Poor quality of delivery BM contrast |
reduced by 90% |
|
|
Total equipment efficiency |
over 88% |
|
|
Closures due to calamity |
still 0 (after 4 years) |
|
|
|
* |
BMÅcBench Mark |
|
| 4. |
Progress of TPM Activities |
|
For reference, information is included with regard to awards received by
other plants as well.
| 1986 |
TPM activities initiated (within our company) |
| Sep. 1998 |
Class 1 TPM Recognition-for-Excellence Award presented to Niisato Plant |
| Apr. 2000 |
Onishi Plant accepts the TPM Challenge and activities are initiated. |
| Sep. 2001 |
Akagi Plant accepts the TPM Challenge and activities are initiated. |
| Nov. 2001 |
Class 1 TPM Recognition-for-Excellence Award Continuation Award presented to Niisato Plant, Class 1 TPM Recognition-for-ExcellenceÅ@Award presented to Tone Plant |
| Apr. 2002 |
TPM Challenge Award presented to Akagi Plant |
| Jun. 2002 |
TPM Challenge Award presented to Onishi Plant |
| May. 2003 |
Akagi Plant and Onishi Plant initiate activities directed towards receiving
the TPM Recognition-for-Excellence Award |
| Nov. 2003 |
Niisato Plant receives the TPM Special Award, Tone Plant receives the Class 1 TPM Recognition-for-Excellence Award Continuation Award, Mitsuba-Walbro Excellence Award |
| Oct. 2004 |
Main inspections for the TPM Recognition-for-Excellence Awards are carried out at Akagi and Onishi Plants. |
| Nov. 2004 |
Class 1 TPM Recognition-for-Excellence Award presented to Akagi and Onishi
Plants. |
|
| 5. |
Future Activities: |
|
In order to survive in the face of progressively severe environmental changes,
we hope to be able to achieve manufacturing technology and a management
constitution that will be accepted throughout the world through the further
expansion, maturation and globalization of our TPM activities. |
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
ISO 9001 Certification acquisition
The International Standardization Organization's ISO 9000 certification
is a basic requirement for any company that intends to carry out its business
activities on a global scale. In order to successfully execute the reconstruction
of quality systems within our group, the Mitsuba Corporation continues
to promote activities that lead towards this certification among the companies
that are a part of the Mitsuba Group. We would like to take this opportunity
to announce that our affiliated company in Brazil, Mitsuba do Brasil Ltda.,
has recently acquired ISO 9001 certification in accordance with the ISO
9001-2000 edition for standards that meet up with international standards
for guaranteed quality.
Details are as follows:
November 1, 2004
| 1. |
Facility for certification: |
|
Mitsuba do Brasil Ltda.
Av. Abiurana, 836, Distrito Industrial Cep : 690-75-010 Manaus Amazonas,
Brazil
TEL:( 92 ) 615-8055
|
| 2. |
Scale of certification: |
|
the manufacture and sales of two-wheeled vehicle parts
|
| 3. |
Certification authority: |
|
Bureau Veritus Quality International (BVQI)
|
| 4. |
A History of the Certification Activities and Progress: |
|
Activities Initiated
| Sep. 29, 2003 |
Company-wide project inaugurated, |
| Jul. 1-2, 2004 |
internal audit implementation |
| Sep. 9-10, 2004 |
preliminary examination (on site) |
| Oct. 18-20, 2004 |
final examination |
| Oct. 20, 2004 |
ISO9001/2000 edition certification acquired |
|
| 5. |
Future Developments: |
|
We intend to continue with our activities designed to strengthen and improve
our systems and, at the same time, to promote the quality of our business
activities in each of our affiliates. Moreover, since environmental problems
are also an extremely important theme for our group, we would like to encourage
Mitsuba do Brasil Ltda., to pursue ISO 14001 certification as well.
|
| * |
An outline of Mitsuba do Brasil Ltda..
This company is a member of the Mitsuba Group. |
|
| |
established: |
September 23, 2002 |
| |
address: |
Av. Abiurana, 836, Distrito Industrial Cep : 690-75-010 Manaus Amazonas,
Brazil |
| |
representative: |
Hiroshi Takahashi, president |
| |
capital investment: |
4,000,000 BRL (149 million JPY) |
| |
employees: |
41 |
| |
sales: |
972 million JPY (est. for FY2004) |
| |
business activities: |
the manufacture and sales of two-
wheeled vehicle parts |
| |
Mitsuba Investment: |
100% |
|
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
Transfer of the Atsugi Office
Please note that our Atsugi Office, one of the Mitsuba Corporation sales
offices located in Atsugi, Kanagawa, will be moving to a new location in
Yokohama.
Details are as follows:
October 28, 2004
| 1. |
Objectives: |
|
| 1) |
to elevate customer satisfaction (CS) by striving for increased efficiency
with regard to our sales and developmental operations, |
| 2) |
to proceed with our preparations for executing the consolidation of our
sales operations with the Jidosha Denki Kogyo Co., Ltd. ,as a complete
subsidiary. |
|
| 2. |
Outline of the Yokohama Sales Office |
|
| Corporate Name: |
Yokohama Sales Office, Tokyo Office, Mitsuba Corporation |
| Address: |
1760 Higashi Matano-Cho, Totsuka Ward
Yokohama City, Kanagawa Pref. 245-8510 |
| Representative: |
Tsutomu Tozaki (in addition to his post as the Tokyo Office manager) |
| Employees: |
11 (all from the Atsugi Office) |
|
| 3. |
Schedule: |
|
Transfer - November 13, 2004
Open for business - November 15, 2004
|
| * |
The transfer of the Jidosha Denki Kogyo Sales Office(Hongo,Meito Ward)
operations to our Nagoya Office(Otou-Cho) was carried out on October 23,
prior to this transfer,
|
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
The Establishment of a Development Base in Vietnam
In the past, the headquarters of the Mitsuba Corporation has continued
to assume the leading role in the global development activities for the
Mitsuba Group. We are pleased to announce at this time that Mitsuba has
recently decided to establish a development base in Vietnam and for this
base to assume a major role in handling global development business endeavors
for our group. It will serve as our first base establishment as an independent
development business corporation and with its developmental operations
capacity, it becomes our 4th base of operations in the world.
The following is an outline of the steps that led to this establishment.
September 24, 2004
| 1. |
Background of the Establishment: |
|
Since our company will continue to strive for further global development
expansion in the future, it was felt that the establishment of such a corporation
would correspond to our needs by taking full advantage of the proximity
of local makers for rapid responses and deliveries and, at the same time,
advance our global development business opportunities. This led to the
establishment of this development base in Vietnam.
|
| 2. |
Corporate Outline: |
|
| (1) |
Corporate Name: |
MITSUBA VIETNAM TECHNICAL CENTER |
| (2) |
Address: |
Saigon Riverside Office Center,
No 2A-4A Ton Duc Thang Street, District 1, Ho Chi Minh City |
| (3) |
Date of Establishment: |
September 14, 2004 |
| (4) |
Date of Initial Operations: |
October 1, 2004 (proposed) |
| (5) |
Capital Investment: |
USD1,000,000(100% from Mitsuba) |
| (6) |
No. of Employees: |
14 |
| (7) |
Representative: |
Tsutomu Akiyama, president
(currently general manager of our Development Planning Dept.) |
| (8) |
Business activities:
|
1) responsible for a certain portion of activities in the Mitsuba (Japan)
Development Division (preparation of drawing plans, etc.)
2) support of local manufacturing bases
3) local products development |
| (9) |
Customers: |
Mitsuba Development Division (Japan), Mitsuba M-tech Vietnam Co., Ltd. |
| (10) |
Projected sales volume: |
Plans call for USD51,000 in 2004
target Goals are for USD262,000 in 2005 |
| (11) |
Capital investment of USD380,000 in 2004 |
|
| * |
The following is a list of our operations in Vietnam for your reference.
|
|
 |
An outline of Mitsuba M-tech Vietnam Co., Ltd. |
|
Corporate Name: |
Mitsuba M-tech Vietnam Co., Ltd. |
|
Location: |
Long Binh Techno Park, Bien Hoa City,
Dong Nai Province, Vietnam |
|
Established: |
August, 1997 |
|
Capital investment: |
VND42,569,558,000 (JPY295, 000,000) |
|
Representative: |
Masanori Shoji, president |
|
Products manufactured: |
starters, ACG, horns, relays, wire
harnesses, etc. |
|
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
ISO14001 Certification acquisition of a Mitsuba Group company
ISO14001 certification has become a fundamental requirement for any enterprise
involved in carrying out corporate activities. Mitsuba continues to promote
advanced activities designed to result in the acquisition of this certification.
Our guiding force in these activities is the construction of a management
system that is extremely sensitive to our environment. We are extremely
pleased to be able to announce that another member of the Mitsuba group
has recently acquired ISO 14001 certification.
The following is an outline of the steps that led to this certification.
August 31, 2004
| 1. |
Facility for certification: |
|
Ochiai Manufacturing Co., Ltd.
250-1 Uda, Tomioka City, Gunma Pref., Japan
|
| 2. |
Scale of certification: |
|
The environmental management system that currently manages the environmental
influences generated by press processing parts for automobiles, and electronic
auto parts.
|
| 3. |
Certification authority: |
|
SGSJapan, Inc.
|
| 4. |
A History of the Certification Activities and Progress: |
|
| Jun. 24, 2003 |
Company-wide project inaugurated,
activities initiated |
| May 21,22, 2004 |
Initial examination (of pertinent documents) |
| May 29,30, 2004 |
Secondary examination (on site) |
| Jul. 27, 2004 |
ISO14001 certification acquired |
|
| 5. |
Future Developments: |
|
The promotion of activities aiming towards the achievement of zero emissions is to be actively continued within the Ochiai Factory. |
|
|
|
* An outline of Ochiai Manufacturing Co., Ltd.
This company is a member of the Mitsuba Group.
| established: |
November 1, 1961 |
| capital investment: |
12,000,000 JPY |
| employees: |
65 |
| major products: |
press processed parts (spot processing), brush holder assembly |
|
* For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata, General Affairs Department, Public Relations Section,
Mitsuba Corporation,
Email:koho@mitsuba.co.jp
page top
The Formulation of Mitsuba's Green Purchasing Guidelines
Over the years, our company has continued to promote the concept of Green
Purchasing. We are extremely pleased to be able to announce at this time
the "Formulation of Mitsuba's Green Purchasing Guidelines". The
following is an outline of the steps that led to this formulation.
August 19, 2004
| 1. |
The background of the "Formulation of Mitsuba's Green Purchasing Guidelines".
|
|
Currently, the very existence of any company depends heavily upon its assuming
a sensible approach towards the environment in its activities and products.
Now that companies in Europe must abide by the EU End of Life Vehicle Directives,
automobiles manufactured with parts that contain even minute quantities
of hazardous chemical substances cannot be sold on the market and violators
of these directives are subject to severe penalties. Also, as environmental
awareness continues to increase among consumers, a company's products as
well as its corporate attitude are rigorously evaluated upon its response
to the environment.
At Mitsuba, over the years we have continued to make efforts designed to
reduce the burden of our company's products on the environment, but without
the cooperation of our suppliers, we had little success in realizing any
significant results. It is this lack of success, however, that has led
us to achieve the formulation of our Green Purchasing Guidelines with regard
to chemical substances thanks to the cooperation of our suppliers, and
we are extremely pleased to be able to make this announcement public today.
|
| 2. |
An Outline of the Mitsuba Green Purchasing Guidelines
|
|
The Mitsuba Green Purchasing Guidelines are based upon our company's "Efforts
to Grapple with Environmental Problems", the "Green Purchasing Philosophy"
and "Request Categories for Suppliers"
 |
The Green Purchasing Philosophy |
|
Basic Principles
Our company has carried out an evaluation of our customers' conventional Quality (Q), Cost (C) and Delivery (D) indices. At this time, however, we have decided include an additional Environment (E) index in response to the evolution of Green Purchasing.
Establishment of Evaluation Standards
We have set up a list of standards, which include "Green Purchasing Evaluation
Standards", and "Environmental Management Systems Evaluation Standards".
|
 |
Request Categories for Suppliers |
|
Requests are made with regard to "Environmental Burden Substance Surveys",
"Declaration of Conformity with Regard to Materials Evaluation", and
the "Execution of Reports and Self-evaluations on Conditions for the Establishment
of Environmental Management Systems".
|
 |
Regulation List for Chemical Substances |
|
Our program prepares and distributes a "Regulation List for Chemical Substances
<Fundamental Chart>", a "Regulation List for Chemical Substances
<Details>", an "ELV Approved Parts List" and a list of "Related
Laws and Regulations".
|
|
| 3. |
Date of Establishment
|
|
On July 27, 2004, we established the Green Purchasing Guidelines.
On July 29, 2004, we held a meeting and explained these Guidelines to 202
of our suppliers.
|
| 4. |
Future Plans
|
|
In the future, in order for us to provide an appropriate response to further
reinforced environmental laws, we intend to be able to provide our customers
with "green" (environmentally friendly) products by implementing renewed
lists of regulated chemical substances.
|
* For inquiries concerning this
subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public
Relations Section
Email:koho@mitsuba.co.jp
page top
Introduction of a Co-generation System in the Tone Plant
Ever aware of the importance of environmental problems for the management
of our company, Mitsuba continues to promote a wide range of conventional
activities geared towards confronting these problems. At this time, we
are pleased to announce the introduction of a co-generation system in our
Tone Plant, located in Shirasawa-mura, Tone-gun. We also plan to hold an
opening ceremony to commemorate this development.
Details are as follows:
June 21, 2004
| 1. |
Progress that led to this introduction
|
|
As the environmental problems we face today continue to increase in severity, responsible companies must give top priority to activities designed to lessen the burden on our environment. We have taken it upon ourselves to promote activities that deal particularly with the pressing issue of reducing carbon dioxide exhaust emissions.
Our response to the fact that our Tone Plant, the second of our company's four plants, has been recognized as consuming an excessive amount of electricity, was to designate this plants as a Type 2 Energy Management factory and introduce a co-generation system to increase energy efficiency.
|
| 2. |
The system, the building and facilities
|
|
 |
Outline of the system |
|
Heavy oil and fuel are used to operate the power generators on the grounds
of the Tone Plant. Along with the generation of electricity, waste energy
is utilized to operate cooling and heating units in factory buildings.
The installation of this facility will make it possible for the Tone Plant
to cover 80% of its electricity through energy generated on the site. |
 |
Outline of the buildings |
|
| ÅE |
lot area 240 |
| ÅE |
iron framework one-story building (total floor area)Å@130  |
|
 |
Outline of the facilities |
|
| ÅE |
generators (495kw) 3 units |
| ÅE |
suction type cold & hot water generator 1 unit |
|
|
| 3. |
Initial operations
|
|
July 1, 2004
|
| 4. |
Facility investment
|
|
Approximately JPY300,000,000
|
| 5. |
Anticipated results
|
|
| ÅE |
Annual reductions of carbon dioxide emissions at the Tone Plant of approximately
500t. |
| ÅE |
Reductions in electricity purchases and effective utilization of waste energy leading to total annual cost reductions of approximately JPY22,000,000. |
| ÅE |
Assurance of electrical power for production activities generated on site
during emergency power shortages.
|
|
| 6. |
Future plans
|
|
After confirming the effectiveness of the system at the Tone Plant, plans
call for similar facilities to be introduced at our other sites.
|
| 7. |
Opening ceremony for the cogeneration system
|
|
time |
Wednesday, June 30, from 10:00 to 11:30 A.M. |
place |
Mitsuba Tone Plant
300 Oai Oaza, Shirasawa-mura, Tone-gun, Gunma |
program |
ÅEInitial firing ceremony ÅEtape cut ÅEspeeches from honored guests ÅEan explanation and tour of the facilities, etc. |
|
* For inquiries concerning this
subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public
Relations Section
Email:koho@mitsuba.co.jp
page top
Announcement regarding Equity-Swap Agreement
We, MITSUBA Corporation ("MITSUBA") and Jidosya Denki Kogyo Co., Ltd.
("JIDECO") are pleased to announce that both companies have signed an
"Equity-Swap Agreement" after approvals were given by each company's
board for converting JIDECO to MITSUBA's wholly-owned subsidiary through
an equity swap, held on May 12, 2004. The details of the equity swap are
as follows:
May 12, 2004
| 1. |
Purpose of conversion to wholly-owned subsidiary through equity swap
|
|
In January 2003, MITSUBA took management control, as the largest shareholder, of JIDECO, by fully subscribing to JIDECO's third party allotment. MITSUBA's aim at that time was to establish a stronger position as an internationally-competitive automotive component manufacturer in an unfavorable market.
Since then, the environment surrounding the automotive component manufacturers has increasingly worsened due to fierce competition and acceleration of market change.
Under such circumstances, in order to collaborate more closely with each other, to speed up decision-making process, and to optimize management resources, MITSUBA and JIDECO have agreed that JIDECO is to be converted to MITSUBA's wholly-owned subsidiary.
|
| 2. |
Equity Swap
|
|
| (1) |
Schedule |
|
| May 12, 2004 |
Board meeting to approve the Equity-Swap Agreement
Signing of the Equity-Swap Agreement |
| June 25, 2004 (planned) |
MITSUBA's shareholders' meeting to approve the Equity-Swap Agreement |
| June 29, 2004 (planned) |
JIDECO's shareholders' meeting to approve the Equity-Swap Agreement |
| August 3, 2004 (planned) |
Equity swap
|
|
|
|
| (2) |
Stock Exchange Ratio |
|
|
MITSUBA
(Parent) |
JIDECO
(Wholly-owned
subsidiary) |
| Stock Exchange Ratio |
1 |
0.285 |
|
|
Notes:
| 1. |
Share allotment ratio: |
|
0.285 share of MITSUBA stock is to be allotted to 1 share of JIDECO stock.
As for 15,001,000 shares of JIDECO common stock held by MITSUBA, however,
new shares are not to be allotted. |
| 2. |
Calculation Process: |
|
MITSUBA engaged Tohmatsu & Co. ("Tohmatsu") and JIDECO, GMD Corporate Finance Ltd. ("GMD") to calculate the stock exchange ratio. Based on the both conclusions, both parties discussed and agreed as above. |
| 3. |
Calculation Method: |
|
Tohmatsu and GMD calculated the stock exchange ratio integrating the results of the market price method, the DCF method and the fair market value method. |
| 4. |
Newly issued stock: |
|
7,369,754 shares of common stock
MITSUBA intends to apply treasury stock (common stock) to 296,963 shares from among 7,666,717 shares to be delivered at the equity swap. |
| 5. |
Initial qualifying date for dividends: |
|
Initial qualifying date for dividends for MITSUBA stock newly issued at
equity swap shall be April 1, 2004. |
|
|
|
| (3) |
Grant for Equity Swap |
|
There will be no grant for equity swap. |
|
| 3. |
Company Overview (as of March 31, 2004)
|
|
| (1) Name |
MITSUBA Corporation (Parent) |
JIDECO Co., Ltd. (Wholly-owned subsidiary) |
| (2) Business description |
Transportation equipment business (manufacturing/sales of electrical and control parts for automobiles)Information processing services |
Manufacturing/sales of electrical and control parts for automobiles |
| (3) Foundation |
March 1946 |
September 1947 |
| (4) Principal office |
1-2681, Hirosawa-cho, Kiryu City, Gunma Pref., Japan |
1760, Higashi-Matano cho, Totsuka-ku, Yokohama City, Kanagawa Pref., Japan |
| (5) Representative |
Noboru Hino, President |
Mitsuyoshi Komoriya, Chairman & President |
| (6) Paid in capital |
\9,885 million |
\4,366 million |
| (7) Shares issued |
38,212,055
(of which, 296,963 shares are treasury stock ) |
41,901,762
(of which, 328,317 shares are treasury stock) |
| (8) Shareholders' equity |
\38,621 million |
\7,999 million |
| (9) Total assets |
\83,527 million |
\39,631 million |
| (10) End of fiscal |
March 31 |
March 31 |
| (11) Employees |
2,583 |
1,178 |
| (12) Major customers & suppliers |
| Customers: |
|
Honda Motor,
Fuji Heavy Industries,
Calsonic Kansei,
Jonan Seisakusho,
Paramount Bed |
| Suppliers: |
|
Nippon Wiper Blade,
Aoyama Special Steel,
Sumitomo Electric Wintec |
|
| Customers: |
|
Nissan Motor, Nissan Shatai,
Ohi Seisakusho,
Honda Motor,
Fuji Kiko |
| Suppliers: |
|
Nissho Seisakusho,
Nippon Vinylon,
Nippon Wiper Blade |
|
| (13) Major shareholders & shareholding ratio |
| Honda Motor |
4.35% |
| Bank of Yokohama |
4.32% |
| Customers' Stockholding |
3.80% |
| Master Trust Bank of Japan |
3.79% |
| Sunfield Industry Co. |
3.64% |
|
| MITSUBA |
35.80% |
| Nissan Motor |
14.59% |
| Hitachi |
13.75% |
| Bank of Yokohama |
2.75% |
| Kazuko Kobayashi |
1.18% |
|
| (14) References |
Bank of Yokohama,
Mizuho Corporate Bank,
Ashikaga Bank,
Gunma Bank,
Mitsubishi Trust & Banking, SMBC |
Bank of Yokohama,
Mizuho Corporate Bank, UFJ Bank |
| (15) Relationship between companies |
Capital relationship |
MITSUBA holds 35.80% of JIDECO's issued stock. |
| Human relationship |
MITSUBA's auditor of the board also acts as an auditor of JIDECO. |
| Business relationship |
MITSUBA and JIDECO mutually supply certain parts. |
|
| 4. |
Performance in the past three fiscal years on a non-consolidated basis
(\ in millions) |
|
|
MITSUBA |
JIDECO |
| Fiscal year ended in |
March 2002 |
March 2003 |
March 2004 |
March 2002 |
March 2003 |
March 2004 |
| Sales |
82,162 |
93,478 |
90,139 |
43,450 |
48,548 |
47,446 |
| Operating profit |
1,495 |
1,424 |
316 |
-619 |
351 |
-756 |
| Ordinary income |
2,073 |
2,107 |
1,426 |
-458 |
53 |
-1,005 |
| Net income |
628 |
515 |
3,247 |
-1,703 |
-2,185 |
-8,871 |
| Net income per share in \ |
16.44 |
12.82 |
85.64 |
-64.07 |
-72.06 |
-213.40 |
| Annual cash dividends per share in \ |
6.00 |
8.00 |
8.00 |
3.00 |
3.00 |
0.00 |
| Shareholders' equity per share in \ |
917.84 |
905.84 |
1018.63 |
613.14 |
392.84 |
192.43 |
|
| 5. |
Change after equity swap |
|
| (1) |
Company name, business description, principal office, representative |
|
There will be no change in descriptions as per above 3. Company Overview. |
| (2) |
Paid-in capital |
|
There will be no increase in MITSUBA's paid-in capital. |
| (3) |
Impact on performance |
|
JIDECO shall become MITSUBA's consolidated subsidiary through the equity
swap. MITSUBA's future performance on a consolidated basis after the equity
swap shall be announced as soon as estimated.
March 2005 Performance Prospects of MITSUBA and JIDECO on a consolidated basis before the equity swap for your reference |
|
|
MITSUBA |
JIDECO |
| Sales |
\132,300 million |
\57,000 million |
| Operating Income |
\4,000 million |
\1,000 million |
| Ordinary Income |
\3,900 million |
\400 million |
| Net Income |
\2,000 million |
\100 million |
|
|
|
|
* For inquiries concerning this
subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public
Relations Section
Email:koho@mitsuba.co.jp
page top
Mitsuba Wins Fuel-cell Vehicle Race
We are proud to announce that the MITSUBA Team carried out another outstanding performance in the second round of the WEM-GP, the World Econo Move in Ogata, held on Monday, May 3, and Tuesday, May 4 in the village of Ogata in Akita Prefecture. Our team won first prize in the Fuel-cell Division, establishing a new record by winning 2 years in a row. The team also came in 9th in the Lead Acid Storage Battery Division of the second round of the 2004 WEM-GP.
Details of the race are as follows:
May 11, 2004
| 1. |
The Contest
|
|
| Name: |
2004 World Econo Movement
(WEM-GP, 2nd Round, in Akita) |
| Promoters: |
World Econo Move Executive Committee |
| Support: |
Clean Energy Alliance |
| Venue: |
Ogata Village Solar Sports Line, Akita Prefecture |
| Races: |
| 1. |
Fuel-cell Division |
| 2. |
Lead Acid Storage Battery Division
(2004 WEM-GP, 2nd Round) |
|
|
|
| 2. |
Fuel-cell Division
|
|
| Competition: |
Hydrogen-storing alloy cylinders distributed by the Econo Move Headquarters were installed to guarantee equal conditions for all competitors as they competed for total distance within a 2-hour time limit. |
| Competitors: |
13 vehicles |
|
|
| 3. |
Lead Acid Storage Battery Division
|
|
| Competition: |
Batteries distributed by the Econo Move Headquarters were installed to
guarantee equal conditions for all competitors as they competed for total
distance within a 2-hour time limit. |
| Competitors: |
86 vehicles |
|
|
| 4. |
The Mitsuba Team
|
|
| Team Name: |
Team "Yoishoto!" Mitsuba |
| Members: |
12 (led by Saito Katsuhiko) |
| Vehicle name: |
[Fuel Cell Division] |
|
| * |
USO 800 predecessor |
| * |
The Car: Length: 284 cm, width: 79 cm, height: 55 cm, weight: 16 kg, frame: ROHACELL + carbon fiber monocock, with three wheels. |
| * |
Loaded with a new, original DD (direct drive) motor using an amorphous core. |
| * |
Utilizes a hollow fiber membrane hydrogen humidification system to increase the fuel cell temperature and achieve the operation in high efficiency range and the control of dryout decline at the same time. |
|
| Vehicle name: |
[Lead Acid Storage Battery Division] |
|
| * |
Hyper USO 800 |
| * |
The Car: Length: 300 cm, width: 65 cm, height: 51 cm,
weight: 20 kg, frame: semi- monocock (carbon fiber + alamido honeycomb), with three wheels. |
| * |
Utilizes an original "in-wheel D-D" (direct drive motor) loaded with an amorphous core. |
| * |
Employs a new, lightweight controller. |
|
|
|
| 5. |
Race results
|
|
[Fuel Cell Division] |
|
| Order |
team name |
car name |
distance covered (m) |
1st
place: |
Team "Yoishoto!" Mitsuba |
USO 800 predecessor |
56,059.50 |
2nd
place: |
NEO-EVER-BLUE |
Aqua |
55,813.50 |
3rd
place: |
Team DAIDO |
WING 04 |
49,254.50 |
4th
place: |
Tochigi Prefectural Utsunomiya Industrial H.S. |
UK-hope 04 |
40,000.80 |
5th
place: |
Nakanihon Automotive College |
Manbo Smash |
34,045.20 |
6th
place: |
Miyagi National College of Technology |
NURSERY |
27,887.70 |
|
|
| 6. |
Comments from Mitsuba regarding the race
|
|
With the final race cancelled due to rain, the results of the preliminary races were utilized to determine the final results.
The Mitsuba team won the Fuel Cell Division race last year, finishing far ahead of all other teams. This year, however, was a close match with the 2nd team whose pursuit was relentless. Our team completed the race with optimum fuel efficiency since all of the allotted hydrogen was used up within the designated time limit.
We finished 9th in the Lead Acid Storage Battery Division despite certain difficulties that were brought on by the use of new, modified tires. These tires experience excessive resistance and their compatibility with the vehicle left much to be desired. It was unfortunate that the final race was cancelled due to rain since we intended to use different tires.
The next competition will be the 2004 W.E.V. in Sugo, held on August 21. We are planning to fully prepare for the competition with thorough preliminary tests for the new motor technology we are considering.
|
|
 |
| The victorious USO 800 predecessor |
|
|
| * |
World Econo Move Grand Prix
|
|
The World Econo Move Grand Prix is a series of closely coordinated events and competitions held throughout Japan over the course of the year. The objective of the movement is to advance the technology of electrically powered automobiles and to promote further developments in various competitions. This year, a total of 6 major events are to be held. The following is a list of the Åe04 WEM-GP competitions being held. |
|
|
Location |
Event |
Date |
1st
Round |
Koto |
Eco Car Festa 2004 |
Apr.10-11 |
2nd
Round |
Ogata |
'04 WEM |
May.3-4 |
3rd
Round |
Sugo |
2004 W.E.V.C. in SUGO |
Aug.21-22 |
4th
Round |
Toyota |
2004 WEM in Toyota |
Sep.3 and 5 |
5th
Round |
Shirahama |
8th EV Enjoy Trial in Shirahama |
Oct.30-31 |
6th
Round |
Kota |
EM YRP Challenge Cup |
Nov.13-14 |
|
|
| * |
Further information regarding this race is available on the following websites: |
|
World Econo Move Grand Prix 2004 official website
http://www2.ogata.or.jp/wem/wemgp/04wemgp/04wemgp.htm
2004 World Econo Move official website
http://www2.ogata.or.jp/wem/04wem/04wem.htm
Team "Yoishoto" Mitsuba website
http://yoishot.hp.infoseek.co.jp/ |
* For inquiries concerning this
subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public
Relations Section
Email:koho@mitsuba.co.jp
page top
The Management Integration between the Mitsuba Corporation and Jidosha Denki Kogyo (Co., Ltd.)
The following is an announcement with regard to the initiation of considerations
for the establishment of a management integration relationship between
the Mitsuba Corporation and the Jidosha Denki Kogyo Co., Ltd. (hereinafter:
Jideko). Details are as follows.
April 2, 2004
| 1. |
The alliance between Mitsuba and Jideko
|
|
On December 13, 2002, both companies entered into a contract, which dealt
with common stock preemptive rights of the respective companies. A comprehensive
business partnership, including this capital integration, was initiated
at that time. In accordance with this contractual agreement, our company
currently holds 35.8% of the number of shares issued by Jideko.
|
| 2. |
Reasons for considering a management integration relationship
|
|
The automobile parts industry that both companies belong to is currently facing conditions of a bitter global price war. In order for both companies to realize additional improvements and provide added value products that lead to increased customer satisfaction, as well as to be able to act in concert with the progress of automobile technology while coming to terms with serious environmental problems and safety issues, Mitsuba and Jideko felt that the creation of a more durable and powerful enterprise management integration is an extremely critical element. In light of these and other conditions, both companies decided to consider a move that would initiate this management integration as a mutually supportive act.
|
| 3. |
The form of the management integration
|
|
Based upon the current capital relationships between both companies and
the potential form of our industrial cooperation, both companies have set
up joint working groups that are currently exploring opportunities to come
up with the best possible form for this management integration.
|
| 4. |
Future responses
|
|
With regard to the form of the above management integration and future scheduling, also with regard to the contingent conditions and other variables, in the event that an organizational resolution does indeed come about within Mitsuba and Jideko, all necessary disclosures will be carried out promptly. |
* For inquiries concerning this
subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public
Relations Section
Email:koho@mitsuba.co.jp
page top
PersonnelÅ@officialÅ@announcement
At the March 24, 2004 meeting of the board of directors, personnel matters
dealing with operating officers were determined. These appointments will
go into effect as of April 1, 2004. The appointments are as follows:
March 24, 2004
| 1. |
Personnel affairs with regard to operating officers
|
|
(New appointment)
|
|
New position |
|
Operating Officer
Mitsuba Philippines Corporation President
Mitsuba Manufacturing Philippines Corporation President
|
|
Name:Takashi Nara
|
|
Previous position |
|
Mitsuba Philippines Corporation President
Mitsuba Manufacturing Philippines Corporation President
|
The above affairs were determined at the meeting of the board of directors
on March 24, 2004.
* For inquiries concerning this subject, please contact Mr Noriyoshi Tabata
of the General Affairs Department, Public Relations Section
Email:koho@mitsuba.co.jp
page top
|