2006
 Notice of Establishment of a Joint Venture
Ichikoh Industries, Ltd. (headquartered at Higashi-gotanda, Shinagawa-ku,
Tokyo and represented by Yukio Ichikawa, President, "Ichikoh")
and Mitsuba Corporation (headquartered at Hirosawa, Kiryu, Gunma and represented
by Noboru Hino, President, "Mitsuba") announce that they reached
agreement and signed today a joint venture agreement to establish a new
joint venture in the U.S. targeting mainly production of automotive mirrors.
| 1. |
Purpose of Creation of Joint Venture |
|
By jointly establishing a new company between Ichikoh and Mitsuba after
dissolution of Ichikoh Manufacturing, Inc. (headquartered at Shelbyville,
KY, USA, "IMI"), a wholly-owned subsidiary of Ichikoh, we will
focus on manufacturing and selling automotive mirrors and other components
in North America. |
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| 2. |
Outline of New Company |
|
1) |
Company Name: |
Ichikoh Mitsuba, Inc. |
|
2) |
Establishment: |
as soon as possible after concluding the contract |
|
3) |
Address: |
6601 Midland Industrial Drive, Shelbyville, KY 40065 (Plant)
41650 Gardenbrook Road, Suite 120, Novi, MI 48375 (Sales and design office) |
|
4) |
Representative: |
Edward Grenda |
|
5) |
Capital: |
12 million dollars (planned) |
|
6) |
Shareholding Ratio: |
Ichikoh: 75%
Mitsuba: 25% |
|
7) |
Sales: |
52 million dollars (FY 2008 plan) |
|
8) |
Line of Business: |
(1) manufacturing and selling of automotive mirrors
(2) manufacturing and selling of automotive small lamps
(3) manufacturing and selling of molded and painted components for automobiles |
|
9) |
Directors &
Customers: |
The board of directors will consist of three from Ichikoh and one from
Mitsuba.
Customers of the new company include Nissan North America, Inc., Toyota Motor North America, Inc., Mitsubishi Motors North America, Inc., other Japanese car makers and other automotive parts manufacturers located in North America. |
|
10) |
No. of Employees: |
214 (planned as of February 1, 2007) |
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| 3. |
Schedule |
|
| 1)Conclusion of JV Agreement: |
December 18, 2006 (today) |
| 2)Establishment of Joint Venture: |
by the end of December (planned) |
| 3)Start of Operation: |
February 1, 2007 (planned) |
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| 4. |
Business Outlook |
|
For both of Ichikoh and Mitsuba, the planned establishment of the joint venture will not affect either forecast of consolidated financial results for the current business year ending March 2007. |
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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MITSUBA to merge JIDOSHA DENKI KOGYO
MITSUBA Corporation (hereinafter referred to as "MITSUBA") has decided to merge its wholly
owned subsidiary JIDOSHA DENKI KOGYO CO., LTD. (hereinafter referred to as "JIDECO"),
effective from April 1, 2007, following resolution of its Board of Directors on November 15, 2006.
| 1. |
Purpose of the Merger |
|
MITSUBA and JIDECO have always worked closely together. MITSUBA has decided to merge JIDECO to leverage Group synergies and maximize management efficiency.
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| |
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| 2. |
Summary of the Merger |
|
1) |
Schedule |
|
|
| Resolution of merger by the Board of Directors of the parties: |
November 15, 2006 |
| Signing of the merger agreement: |
November 15, 2006 |
| Approval of merger at General Shareholders' Meeting: |
| |
MITSUBA: |
The meeting will not be called, in accordance with Paragraph 3, Article
796 of the Japanese Corporate Law. |
| JIDECO: |
The meeting will not be called, in accordance with Paragraph 1, Article
784 of the Japanese Corporate Law. |
| Merger date: |
April 1, 2007 (Planned) |
| Registration date: |
April 3, 2007 (Planned) |
|
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2) |
Scheme of the Merger |
|
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MITSUBA will be the "surviving entity" under the provisions of Japanese Corporate Law following the absorption and merger of JIDECO's operations and the subsequent dissolution of that company. |
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3) |
Share issuance |
|
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MITSUBA will issue no new ordinary share and there is no increase of paid- in capital since MITSUBA holds 100% of shares issued by JIDECO. |
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4) |
Outline of accounting procedures |
|
|
This company merger shall be treated under the rules of accounting for business combinations.
In this treatment, there will be 628 million yen of negative consolidation goodwill. The amortization term for the said goodwill will be announced later. |
|
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| 3. |
Details of the Parties (as of March 31, 2006) |
|
| Company name |
MITSUBA
(Surviving entity) |
JIDECO
(Subsidiary to be merged) |
| Description of operations |
Production and sale of electrical auto components |
Production and sale of electrical auto components |
| Date of establishment |
March 8, 1946 |
September 6, 1947 |
| Headquarters address: |
1-2681, Hirosawa-Cho, Kiryu City, Gumma Pref. 376-8555, Japan |
1760, Higashimatano-Cho, Totsuka-ku,Yokohama City, Kanagawa Pref.245-8510,
Japan |
| President |
Noboru Hino |
Nobuo Shindo |
| Paid-in capital* |
\9,885 million |
\4,366 million |
| Total number of shares issued* |
45,581,809 shares |
41,901,762 shares |
| Shareholders' equity |
\48,150 million |
\8,577 million |
| Total assets |
\107,740 million |
\40,650 million |
| Balance-sheet date |
March 31 |
March 31 |
| Number of employees |
2,615 |
1,238 |
| Main customers |
Honda Motor Co., Ltd.
Nissan Motor Co. Ltd.
Fuji Heavy Industries Ltd.
Mitsubishi Motors Corporation
Suzuki Motor Corporation |
Nissan Motor Co., Ltd.
Hitachi, Ltd.
Isuzu Motors Ltd. |
Main shareholders and
percentage of shares held** |
The Bank of Yokohama, Ltd. 4.37%
Nissan Motor Co.,Ltd. 3.82%
Hitachi, Ltd. 3.71%
The Master Trust Bank of
Japan (trust account)
3.68%
Honda Motor Co., Ltd. 3.65% |
MITSUBA Corporation 100.00% |
| Main banks |
The Bank of Yokohama, Ltd.
Mizuho Corporate Bank
The Ashikaga Bank, Ltd.
The Gunma Bank, Ltd. |
The Bank of Yokohama, Ltd.
Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
| MITSUBA's relationship with JIDECO |
Equity ties |
JIDECO is a wholly owned subsidiary of MITSUBA Corporation |
| Human resource-related ties |
One of MITSUBA's standing corporate auditors simultaneously serves as a
corporate auditor for JIDECO. |
| Business transactions |
MITSUBA purchases electric auto parts from JIDECO. |
|
|
| * |
As of September 30, 2006 |
| ** |
"The main shareholders and percentage of shares held" is current
as of September 30, 2006. This information is consistent with the Record
of Shareholders as of September 30,2006, adjusted for reports on large
shareholdings submitted by November 14, 2006 |
|
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|
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Latest Performance Results |
|
(\ Million) |
|
| |
MITSUBA
(Surviving entity) |
JIDECO
(Subsidiary to be merged) |
| Term |
FY2003 |
FY2004 |
FY2005 |
FY2003 |
FY2004 |
FY2005 |
| Sales |
90,139 |
96,244 |
103,283 |
47,446 |
51,815 |
48,358 |
| Operating Income (loss) |
316 |
1,672 |
328 |
(756) |
949 |
91 |
| Recurring profit (loss) |
1,426 |
2,545 |
1,808 |
(1,005) |
588 |
272 |
| Net income (loss) |
3,247 |
1,264 |
992 |
(8,871) |
40 |
400 |
| Net income (loss) per share |
85.64 |
28.20 |
21.34 |
(213.40) |
0.96 |
9.55 |
| Cash dividends per share |
8.00 |
8.00 |
10.00 |
- |
- |
- |
| Equity per share |
1,018.63 |
1,002.03 |
1,061.58 |
192.43 |
188.38 |
204.70 |
|
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| 4. |
Post-Takeover Details |
|
| 1) |
Company name: |
MITSUBA Corporation |
| 2) |
Scope of operations: |
Production and sale of electrical auto components |
| 3) |
Company address: |
1-2681, Hirosawa-Cho, Kiryu City, Gumma Pref. 376-8555, JAPAN |
| 4) |
President: |
Noboru Hino |
| 5) |
Paid-in capital: |
\9,885 million (Unaffected by the merger) |
| 6) |
Total assets: |
To be announced later |
| 7) |
Fiscal year-end date: |
March 31 |
| 8) |
Impact on performance: |
Because MITSUBA has 100% shares of JIDECO, there will be no impact on its
consolidated business performance. The impact on its non-consolidated business
performance after the said merger will be announced later. |
|
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|
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Forecasts for Fiscal 2006 (ending March 31, 2007) |
|
(\ Million) |
|
| |
MITSUBA
(Surviving entity) |
JIDECO
(Affiliate to be absorbed) |
| Sales |
137,500 |
39,530 |
| Recurring profit (loss) |
1,740 |
40 |
| Net income (loss) |
810 |
(590) |
| Cash dividend per share (yen) |
8 |
0 |
|
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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The establishment of a new company in Thailand
We are extremely pleased to be able to announce at this time our decision to establish a new company in Thailand.
Details regarding this decision are as follows.
September 27, 2006
| 1. |
Details and objectives: |
|
Recently, individual manufacturers of two-wheeled vehicles (other than those in China) have been actively establishing local development footholds for the manufacturing of models produced for the Asian markets in Thailand.
In the face of this trend, and in order to expand the scale of Mitsuba Group business activities concerned with the manufacturing of two-wheeled vehicles being built for the Asian markets by responding to calls for local development and cost planning, our company has decided to establish a new development base in Thailand.
|
| 2. |
Company outline |
|
| (1) |
Company name: |
MITSUBA ASIA R&D CO., LTD |
| (2) |
Location: |
Suburban Bangkok, Thailand |
| (3) |
To be established: |
December 2006 (planned) |
| (4) |
Opening: |
April 2007 (planned) |
| (5) |
Capital investment: |
USD2,000,000 (100% provided by Mitsuba) |
| (6) |
Employees: |
10 (including 2 officers in residence) in 2007, 23 by 2009 |
| (7) |
Representative: |
Noboru Abe, president (member, Mitsuba Board of Directors) |
| (8) |
Business activities: |
R&D business under contract dealing with electronic parts for two-wheeled
vehicles (future plans call for expanding business activities for four-wheeled
vehicle parts as well) |
| (9) |
Anticipated sales: |
USD1,000,000 in 2009 |
| (10) |
Anticipated investment: |
USD1,100,000 during 2007 to 2009 |
|
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| 3. |
Location of the new footholds |
|
With the establishment of this base, Mitsuba Corporation now has six overseas
development bases and the Mitsuba Group nine. |
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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The establishment of a new company in China
We are extremely pleased to at this time announce our decision to establish
a new company in China based upon a joint venture.
Details regarding this decision are as follows.
August 23, 2006
| 1. |
Details of the establishment: |
|
As a response to our policies of CS (customer satisfaction), Mitsuba made
this decision in order to establish a new sales and manufacturing base
for our customer of Yangtze River valley
|
| 2. |
Company outline |
|
| (1) |
Company name: |
MITSUBA SHIHLIN ELECTRIC (WUHAN) CO., LTD |
|
Chinese name: |
 |
| (2) |
Location: |
Wuhan, Hubei Province, China |
| (3) |
Date of
establishment: |
October, 2006 (planned) |
| (4) |
Capital investment: |
USD7,000,000
(55% of this investment is to be provided by Mitsuba Corporation, 45% by
Shihlin Electric & Engineering Corp., Taiwan) |
| (5) |
Employees: |
230 by 2012 |
| (6) |
Business activities: |
the manufacture and sales of electrical components for automobiles |
| (7) |
Anticipated sales: |
JPY 4 billion by 2012 |
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* An outline of our joint venture partner, Shihlin Electric & Engineering
Corp., |
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| ･ |
Address: |
16 F, No. 88, Sec. 6, Chung-Shan N. Rd.,
Taipei, Taiwan |
| ･ |
Established: |
1955 |
| ･ |
Capital investment: |
TWD 5,250million (JPY 18,400million) |
| ･ |
Representative: |
Chairman Emmet Hsu |
| ･ |
Business activities: |
manufacturing and sales of electrical components for 2- and 4-wheel vehicles |
| ･ |
Sales volume |
TWD 15,000million (as of 2005, JPY 52,500million) |
|
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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ISO/TS16949：2002 Certification Acquisition for Overseas Member Companies
of the Mitsuba Group
Both the Mitsuba Corporation and the Mitsuba Group continue to make advances with regard to ISO/TS16949: 2002 certification. We are pleased to announce at this time that the Corporacion Mitsuba de Mexico recently acquired this certification.
Details regarding this acquisition are as follows.
February 16, 2006
| 1. |
Outline of the company: |
|
| Corporacion Mitsuba de Mexico, S.A. DE C.V. |
|
･ location: |
Apodaca, N.L. C.P. 66600, Mexico |
| ･ Established: |
Apr. 2000 |
| ･ Business: |
starters, power window motors, roof motors, Electric throttle control motors, et al. |
|
| 2. |
Scale of certification: |
|
The manufacturing, sales, design and development of power window motors,
roof motors and Electric throttle control motors
|
| 3. |
Certification authority: |
|
TUV Rheinland
|
| 4. |
A History of the Certification Activities and Progress: |
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| Nov. 2001 |
|
QS9000 certification acquired. |
| Oct. 2002 |
ISO/TS16949: 1999 certification acquired. |
| Mar. 2005 |
ISO/TS16949:2002 certification inspection carried out. |
| Jan. 13, 2006 |
ISO/TS16949:2002 certification acquired. |
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| 5. |
Future Developments: |
|
Currently, 4 companies and 5 bases of operations that are a part of the Mitsuba Group have acquired this certification. In the future, we want to continue to promote and advance this certification in order to enhance the quality systems in our other group companies. |
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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ISO/TS16949：2002 Certification Acquisition
The ISO/TS16949: 2002 is a standard capable of responding to the demands
made by nearly all of the world's automobile manufacturers, as attested
to by the continually increasing number of companies that are acquiring
this certification. We are pleased to announce that the Mitsuba Corporation's
Niisato Plant and the Onishi Plant recently acquired this certification.
As a result, all of our plants are now ISO/TS16949: 2002 certified.
Details regarding this decision are as follows.
February 13, 2006
| 1. |
Facilities & Scale for certification: |
|
| Niisato Plant ･･･ |
|
the design, development and manufacture of wiper assemblies |
| Onishi Plant ･･･ |
|
the design, development and manufacture of window washer tanks |
| * Plant addresses |
|
| Niisato Plant: |
598 No, Niisato-machi, Kiryu, Gunma Pref., Japan 376-0122 |
| Onishi Plant: |
1351 Joboji, Fujioka, Gunma Pref., Japan 370-1406 |
|
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| 2. |
Certification authority: |
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JQA (Japan Quality Assurance Organization)
|
| 3. |
A History of the Certification Activities and Progress: |
|
| Jul. 2003 |
Company-wide operations based upon ISO/TS16949:2002 certification initiated. |
Nov. 9 12, 2004 |
ISO/TS16949:2002 certification registration inspection carried out at the Tone and Akagi Plants. |
| Feb. 18, 2005 |
ISO/TS16949:2002 certification acquired at the Tone and Akagi Plants. |
| Sep. 1314, 2005 |
ISO/TS16949:2002 certification registration inspections carried out at
the Niisato and Onishi Plants. |
| Oct. 1728, 2005 |
ISO/TS16949:2002 certification registration inspections carried out at the Niisato and Onishi Plants. |
| Feb. 3, 2006 |
ISO/TS16949:2002 certification acquired at the Niisato and Onishi Plants. |
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| 4. |
Future Developments: |
|
As the importance of quality continues to increase throughout the world,
there is a heavy demand for the substantiation of quality systems. In response
to this demand and to the anticipation of our customers, Mitsuba is constructing
a quality system based upon our broad global perspective. |
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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The establishment of a new company in Germany
We are extremely pleased to announce our decision to establish a new company in Germany at this time. Details regarding this decision are as follows.
January 26, 2006
| 1. |
Details of the establishment
|
|
Since business inquiries among European automobile manufacturers and parts
makers (Tier 1 makers) continue to increase, leading to further globalization,
and with regard to the progress of global expansion among Japanese automobile
manufacturers, the Mitsuba Corporation has decided to establish this new
company as a sales and R&D base in Europe in order to achieve further
increases with regard to our future sales.
|
| 2. |
Company outline
|
|
| (1) |
Company name: |
MITSUBA GERMANY GmbH
(tentative name) |
| (2) |
Location: |
Frankfurt, Germany |
| (3) |
Date of establishment: |
April, 2006 (planned) |
| (4) |
Capital investment: |
EUR25,000
(100% of this investment is to be provided by Mitsuba Europe Ltd. (England),
a member of the Mitsuba Group.) |
| (5) |
Employees: |
3 in 2006, 6 by 2010 |
| (6) |
Managing Director: |
Toshiyuki Fusejima
(Currently, the general manager of the Mitsuba Automotive Systems of Europe
Kft. (Hungary), also a member of the Mitsuba Group.) |
| (7) |
Business activities: |
sales business and R&D business under contract. |
| (8) |
Anticipated sales: |
JPY55,000,000 in 2006,
JPY79,000,000 in 2007 |
| (9) |
Amount invested: |
JPY8,000,000 |
|
| * |
An outline of Mitsuba Europe Ltd.
|
|
| ･ |
Address: |
Studio 1, Power Road Studios, 114 Power Road, Chiswick, London, W4 5PY, U.K. |
| ･ |
Established: |
February 2000 |
| ･ |
Capital investment: |
GBP2,995,706 |
| ･ |
Director: |
Shiro Takahana |
| ･ |
Business activities: |
sales of automotive parts, marketing and investments |
| ･ |
Employees: |
6 |
| ･ |
Sales volume: |
GBP 11,069,000 (as of December, 2004) |
|
*For inquiries concerning this subject, please contact:
Mr. Noriyoshi Tabata,
Corporate Planning Department, Public Relations group, Mitsuba Corporation,
Email:koho@mitsuba.co.jp
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