Announcement on acquisition of shares of a sub-subsidiary
November 1, 2022
TDK Corporation (TSE:6762, (hereinafter “TDK”) announced today that its Board of Directors resolved at a meeting of the Board of Directors held on November 1, 2022 to approve a resolution to acquire from Amperex Technology Limited (Hong Kong Special Administrative Region of China, hereinafter “ATL”), which is a consolidated subsidiary of TDK, the shares of Navitasys India Private Limited (Bawal, India, hereinafter "NVTI"), which is a consolidated subsidiary of ATL.
1. Reason for the acquisition of shares
TDK Group's rechargeable battery business is mainly based in China, but recently expanded similar business in India in order to capture high growth local Indian market.
To streamline internal group control, TDK decided to change the shareholding relationship from ATL to TDK.
2. Outline of the subject company
| (1) | Name | Navitasys India Private Limited | ||
| (2) | Location | Bawal, India | ||
| (3) | Representative | Shirish Prasad (Managing Director) | ||
| (4) | Business | Manufacture and sale of rechargeable battery packages | ||
| (5) | Capital | US$ 44,040,782 | ||
| (6) | Date of establishment | February 05, 2019 | ||
| (7) | Equity ratio | Amperex Technology Limited: 99.9% Navitasys Technology Limited: 0.1% |
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| (8) | Relationship between NVTI and TDK | Capital relationship | NVTI is a sub-subsidiary of TDK. | |
| Personnel relationship | There is no Personnel relationship. | |||
| Business relationship | There is no Business relationship. | |||
| (9) | Business performance and financial status of the subject company over the most recent three years | |||
| Accounting period (1,000USD$) |
March 2020 | March 2021 | March 2022 | |
| Net assets | 42,156 | 17,102 | 22,251 | |
| Total assets | 165,944 | 199,926 | 345,669 | |
| Net assets per share (USD$) |
0.137 | 0.056 | 0.072 | |
| Net sales | 335,988 | 312,370 | 433,854 | |
| Operating profit | 4,385 | △7,937 | 9,300 | |
| Net income | 1,805 | △24,356 | 5,870 | |
| Net income per share (USD$) |
0.006 | △0.079 | 0.019 | |
| Dividends per share (USD$) |
- | - | - | |
3. Outline of the counterparty of the share acquisition
| (1) | Name | Amperex Technology Limited | |
| (2) | Location | Hong Kong Special Administrative Region of China | |
| (3) | Representative | Fumio Sashida (Chairman) | |
| (4) | Business | Development, manufacture and sale of lithium-ion rechargeable batteries | |
| (5) | Capital | US$277,588,100 | |
| (6) | Date of establishment | June 11, 1999 | |
| (7) | Net assets | US$1,632,872,465 (as of 31 March 2022) | |
| (8) | Total assets | US$2,839,702,433 (as of 31 March 2022) | |
| (9) | Equity ratio | TDK：100% | |
| (10) | Relationship between TDK and ATL | Capital relationship | ATL is a subsidiary of TDK. |
| Personnel relationship | Five officers and employees of TDK concurrently serve as directors of ATL. | ||
| Business relationship | TDK lends funds to ATL. | ||
4. Number of shares to be acquired, acquisition price, and the status of shareholding before and after acquisition
| (1) | Number of shares held before the transfer | None (Number of voting rights: None) (Percentage of voting rights: 0%) |
| (2) | Number of shares acquired | 307,192,500shares (Number of voting rights: 307,192,500) |
| (3) | Acquisition price | Common shares of NVTI 6,300 million yen |
| (4) | Number of shares held after the transfer | 307,192,500shares (Number of voting rights: 307,192,500) (Percentage of voting rights: 99.9%) |
5. Schedule
| (1) | Date of resolution of the Board of Directors | November 1, 2022 |
| (2) | Date of the share transfer agreement | November 7, 2022 (planned) |
| (3) | Date of share transfer | November 28, 2022 (planned) |
6. Outlook
Since the transfer is a transaction between consolidated subsidiaries, it will have a minor effect on the consolidated financial results for the fiscal year ending March 31, 2023.
(Reference) TDK's Consolidated Forecasts for the Fiscal Year Ending March 31, 2023 (announced November 1, 2022) and Results for the Previous Fiscal Year
(Unit: JPY million)
| Net sales | Operating profit | Profit before tax | Net profit attributable to owners of parent | |
|---|---|---|---|---|
| Forecasts for the year ending March 2023 | 2,220,000 | 200,000 | 200,000 | 147,000 |
| Results for the Previous Fiscal Year (Ended March 31, 2022) | 1,902,124 | 166,775 | 172,490 | 131,298 |
Contacts for media
| Contact | Phone | ||
|---|---|---|---|
| Mr. Atsuo Omagari | TDK Corporation Tokyo, Japan |
+813 6778-1055 | TDK.PR@tdk.com |
