Overview
Murata Manufacturing Co., Ltd. (Murata) and Toko, Inc. (Toko) executed an agreement for enhancement of their capital and business alliance pursuant to resolutions adopted by their respective boards of directors at meetings held on February 13. Murata will seek to acquire a majority of the voting rights of Toko by means of a tender offer (the Tender Offer) .
Details
The Tender Offer will be promptly implemented upon the fulfillment of certain conditions, such as the completion of certain procedures and measures required under domestic and overseas competition laws. The procedures and measures of domestic and overseas competition law authorities are expected to take a certain amount of time, so the two companies are planning to provide a status update approximately once each quarter. The companies plan to provide the next update in early May 2013. It is the understanding of both Murata and Toko that following implementation of the Tender Offer, Toko's common shares will continue to be listed.
Murata and Toko executed a Capital and Business Alliance Agreement on March 22, 2012 and cooperated in areas such as expanding sales of power inductors and development of next-generation power inductors, but they concluded that they need to cooperate on the basis of a stronger capital relationship in order to achieve further business synergies through the utilization of their respective management resources. By strengthening their capital and business alliance, the companies will be able to pursue the following business synergies.
Synergies anticipated by Toko
- Utilize Murata's sales network and expand the sale of Toko's products to a global scale. Conduct marketing, planning, and development of Toko's products to leading customers around the world.
- Utilize Murata's various core technologies and knowledge relating to electronic components and its business management know-how in Toko's product development, manufacturing, quality control, profitability management, and the like, and aim for high functionality and high added value.
- Murata will provide Toko with its internal manufacturing know-how regarding production facilities and seek to increase productivity and strengthen cost competitiveness.
Synergies anticipated by Murata
- Armed with Toko's state-of-the-art metal alloy products, which have a large market share, develop customers that are new to both companies to increase sales.
- Create electronic components with high functionality and high added value by applying Toko's advanced wiring and magnetic material technologies.
- Share Toko's know-how regarding production operation by local staff in overseas locations and improve production efficiency.