Nidec Announces Schedule for Delisting American Depositary Shares from New York Stock Exchange
April 10 2016 - 7:45PM
Nidec Corporation (the “Company”) hereby announces, based on the
resolution of the Board of Directors made on April 9, 2016, that
the Company will apply for voluntary delisting of its American
Depositary Shares (“ADSs”) from the New York Stock Exchange (the
“NYSE”) and intends to file for the termination of registration of
its ADSs under the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that the Company will notify the New York
Stock Exchange (the “NYSE”) on April 11, 2016 (Eastern Standard
Time in the U.S.), and that the Company will apply for voluntary
delisting of its ADSs from the NYSE.
1. Reasons for Delisting
The Company listed its ADSs on the NYSE in
September 2001 mainly to diversify its opportunities for
fund-raising and to raise the visibility of the NIDEC brand. Since
then, the Company has made efforts to enhance disclosures for
shareholders and investors with the goal of deepening their
understanding of the Company, in addition to complying with the
disclosure requirements of U.S. securities laws and regulations,
providing consolidated financial statements in accordance with
accounting principles generally accepted in the United States
(“U.S. GAAP”), and establishing internal controls in accordance
with the Sarbanes-Oxley Act of 2002.
Meanwhile, the external environment has
significantly changed as indicated by the increases in trading
volume of Japanese stocks through stock exchanges in Japan by
overseas investors due to the internationalization of the Japanese
financial and capital markets, as well as the narrowing of the gap
between U.S. and Japanese disclosure standards with respect to
financial reporting due to a series of amendments to Japanese laws
and regulations and accounting standards.
While the Company believes the initial objectives
of the U.S. ADS listing were mainly achieved, it has judged that
the continued listing on the NYSE is not economically justified,
taking into account the market changes as stated above and the fact
that the trading volume of its ADSs on the NYSE accounts for only a
small fraction of the total trading volume of its shares.
Therefore, the Company has decided to apply for voluntary delisting
of its ADSs from the NYSE and for termination of registration of
its ADSs with the U.S. Securities and Exchange Commission (the
“SEC”) under the Exchange Act.
2. Stock Exchanges on which the Company
Will Maintain its ListingsThe Company will maintain its
listings on the Tokyo Stock Exchange.
3. Delisting Schedule (Eastern Standard
Time in the U.S.)
April 11,
2016 |
|
The Company
to provide the NYSE with a written pre-notice of the delisting
application |
April 21,
2016 |
|
The Company
to file Form 25 with the SEC for delisting from the NYSE and
deregistration with the SEC |
May 2,
2016 |
|
Delisting
to become effective The Company to file Form 15F with the SEC to
terminate its reporting obligations under the Exchange Act |
July
2016 |
|
Deregistration with the SEC to become effective Termination of the
Company’s reporting obligations under the Exchange Act to become
effective |
|
|
|
4. Future PlansAfter the delisting
of its ADSs from the NYSE, the Company intends to maintain its
American Depositary Receipt Program in the United States, and
therefore anticipates that its ADSs will continue to be traded in
the United States on the over-the-counter market.
While the Company’s reporting obligations under the
Exchange Act (including the obligation to file annual reports on
Form 20-F) will be terminated, the Company will continue to
disclose financial statements and other information, in English, on
its website to ensure that its overseas shareholders and investors
will continue to have access to appropriate information about the
Company.
5. Contact Information for Inquiries
regarding the Company’s ADSs
JPMorgan
Service Center (U.S.) Tel: |
|
U.S.:
800-990-1135 (toll free) International: +1- 651-453-2128 |
Website: |
|
www.adr.com |
E-mail: |
|
jpmorgan.adr@wellsfargo.com |
|
|
|
Shareholder Service Representatives are available
Monday through Friday, from 7:00 a.m. to 7:00 p.m. Eastern Time in
the U.S.
Contact:
Masahiro Nagayasu
General Manager
Investor Relations
+81-75-935-6140
ir@nidec.com
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