Nidec to Acquire Secop Group (Secop Holding GmbH and Other 3 Entities),
a German Compressor Manufacturer
Nidec Corporation (TSE: 6594; OTC US: NJDCY, “Nidec” or the “Company”) today announced that its Board of Directors has approved a resolution to acquire 100% equity shares of Secop Holding GmbH, Secop s.r.o., Secop Compressors (Tianjin) Co. Ltd. and Secop Inc. (“Secop”), and shareholder loans from Secop Beteillingungs GmbH, a portfolio management company owned by AURELIUS Equity Opportunities SE & Co KGaA (“Aurelius”) (the “Transaction”). For this purpose, Nidec entered into a stock purchase agreement on April 25, 2017.
1. Purpose and background of the Transaction
Nidec has been actively developing a new growth platform with particular focus on appliance, industrial and commercial business. As part of this strategy, the Company has pursued strategic acquisitions in the area of appliance industry. For this purpose, Nidec has created a new division named Nidec Global Appliance Division, which consists of Nidec Sole Motor Corporation S.R.L. (formerly, the household motor business of Appliances Components Companies S.p.A. acquired in January 2010), the appliance business of Nidec Motor Corporation (formerly, the motor and control business of Emerson Electric Co. acquired in September 2010) and Nidec Motor Corporation Romania (formerly, ANA IMEP S.A. acquired in May 2016). Nidec Global Appliance Division has three factories in Europe, one factory in China and one factory in Mexico. Nidec Global Appliance Division mainly focuses on manufacturing and sales of wet appliances such as motors for washing machines, dryers and dishwashers.
Secop had been known as Danfoss Compressors GmbH, a subsidiary of the Danfoss Group until it was acquired by Aurelius in 2010. Since its foundation in 1956, Secop has provided compressors and associated services in the area of food cooling. Under Aurelius’s management, Secop acquired ACC Austria GmbH in 2014. Today, Secop is a leader in the European market for household refrigeration compressors and Secop is global leader in light commercial and DC refrigeration compressors. Secop’s slim-type, variable-speed compressors allow refrigerators to have a larger storage space and energy-efficient features.
Through the Transaction, the Company is adding compressors to its product portfolio, which allows the Company to expand further into the refrigeration market. The Company expects the huge refrigerator compressor market producing 170 million units per year will provide attractive growth opportunities.
In addition, ever stricter environmental regulations in major regions like Europe, Americas and China are stimulating the customer demand for eco-conscious and
space-saving refrigeration compressors. Secop’s advanced compressors meet such customer requirements. The Company believes its market leading brushless DC motor technology will augment Secop’s competitive advantages.
Furthermore, because motors and compressors have similarities in terms of the nature of components used, the Company expects to reduce procurement costs by taking advantage of synergies of Nidec group’s purchase capabilities.
2. Information on Secop
3. Information on Transaction
|(1) Company Name (Headquarters):
| Secop GmbH
(wholly owned subsidiary of Secop Holding GmbH)
|(2) Outline of Secop:
| (a) Headquarters:
|| Flensburg, Germany
| (b) Foundation:
|| 1956 under the name of Danfoss Compressors GmbH
| (c) Principal Business:
|| Development, manufacturing and sales of refrigeration compressors for household and light commercial refrigerators
| (d) Employees:
| (e) Locations:
|| Germany, Slovakia, China, USA, Italy, Austria
| (f) Sales:
|| €356.6 million (fiscal year ended December 31, 2016)
(1) Purchase Price and Consideration
The purchase price is €185 million (on enterprise value basis) and the consideration will be all cash.
(2) Payment and Funding
We plan to finance the Transaction with debt financing.
(3) Transaction Structure
Nidec will acquire Secop Holding GmbH, Secop s.r.o., and Secop Compressors (Tianjin) Co. Ltd. through Nidec Europe B.V., and Secop Inc. through Nidec
Americas Holding Corporation.
(4) Schedule (Plan)
Closing of the Transaction: To be completed at the end of June 2017
4. Effect on Financial Performance for the Current Fiscal Year
Nidec intends to make appropriate disclosures regarding the impact of the Transaction described herein on its consolidated financial performance for the current fiscal year and announce any changes to its financial performance in accordance with the applicable rules of the Tokyo Stock Exchange once such details are determined.
Cautionary Statement Concerning Forward-Looking Information
This press release contains forward-looking statements regarding the intent, belief, strategy, plans or expectations of the Nidec Group or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties.
Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the risks to successfully integrating the acquired business with the Nidec Group, the anticipated benefits of the planned transaction not being realized, changes in general economic conditions, shifts in technology or user preferences for particular technologies, whether and when required regulatory approvals are obtained, other risks relating to the successful consummation of the planned transaction, and changes in business and regulatory environments. The Nidec Group does not undertake any obligation to update the forward-looking statements contained herein or the reasons why actual results could differ from those projected in the forward-looking statements except as may be required by law.