Nidec Submits Proposal to Purchase Shares of Toyo Denki Seizo K.K.

KYOTO, Japan, Sept. 16, 2008 (GLOBE NEWSWIRE) -- Nidec Corporation
("Nidec") (NYSE:NJ) announced today that it has submitted to the
board of Toyo Denki Seizo K.K. ("Toyo Denki") (Tokyo Stock Exchange
First Section: 6505), on September 16, 2008, a comprehensive proposal
to acquire all, but not less than 50.1%, of the shares of common
stock of Toyo Denki by way of a tender offer ("Proposal"). Nidec
understands that Toyo Denki has adopted a plan for countermeasures to
large-scale acquisitions of its shares ("Plan"), and it is Nidec's
intention to respect and adhere to the evaluation process outlined in
the Plan.
 
1. Purpose of the Proposal
 
The proposed combination of Toyo Denki and Nidec will be very
complementary in achieving continuous growth of corporate values and
shareholder returns. The increasing trend towards environmental
awareness and the consequent re-evaluation of rail transport as an
eco-friendly means of transportation is a definite indication that
the sector is poised for further growth.
 
Toyo Denki was established in 1918 with a mission of being the first
domestic manufacturer of electric components for railways in Japan.
The company has long been engaged in development, manufacturing and
sales of equipment and components for the railways industry, and has
taken advantage of its unique technology to expand to other areas
such as industrial plants and equipment, environmental protection
equipment, and information processing equipment, among others.
 
Nidec, as the world's leading manufacturer of various small and
mid-sized brushless motors, has been coordinating its business
efforts to interactively manage internal and external growth to
maximize corporate values and shareholder returns. Through this
Proposal, Nidec is confident that both companies will achieve
significant growth through this synergistic combination.
 
The two companies share a common "electric motor" background but with
specialization in different applications; Toyo Denki for its
technology, network and brand strength in the railways industry, and
Nidec for its brushless motor technology for IT, OA, and automotive
applications, supported by its financial strength and international
network. The combination will create an optimal blend of uniquely
different strengths and technological expertise which will enable the
combined company to reap significant business, technological, and
financial synergies. Our ultimate goal of becoming the leading
manufacturer of electric motors for railway and automotive industries
will create a win-win situation for all stakeholders.
 
2. Outline of Tender Offer
 
(1) Tender Offer Period
 
Tender Offer period cannot be determined at this time, as
schedules will be impacted by the evaluation process as
outlined in the Plan.
 
(2) Tender Offer Price
 
635 yen per share
 
(3) Basis of the Tender Price
 
The tender price represents an approximately 108.20% premium to
the closing price (305 yen) of the common stock of Toyo Denki
on the Tokyo Stock Exchange First Section on September 12, 2008,
and represents an approximately 100.95% premium to the average
closing price (316 yen) of the common stock of Toyo Denki on
the Tokyo Stock Exchange First Section during the previous one
(1) month period up to and including September 12, 2008.
 
(4) Number of shares to be acquired through the Tender Offer
 
Lower Limit: 50.1% of outstanding voting shares.
Upper Limit: None
 
If the total number of tendered shares is less than the number
of shares to be purchased (50.1% of outstanding voting shares),
none of the tendered shares will be purchased by the Offeror.
If the total number of tendered shares is greater than the
number of shares to be purchased, all of the tendered shares
will be purchased by the Offeror.
 
(5) Two-tier Tender Offer
 
If Nidec cannot acquire all voting shares of Toyo Denki
through the Tender Offer, Nidec will take necessary steps to
protect the rights of remaining shareholders. Although
dependent upon the outcome of the Tender Offer, Nidec will,
in principle, offer the same price per share as the
Tender Offer if/when Nidec decides to take additional measures
to purchase all outstanding shares of Toyo Denki.
 
3. Certain Other Conditions on the Proposal
 
This press release does not constitute, or form part of, any offer or
invitation to sell, or any solicitation of any offer to purchase any
securities in any jurisdiction, nor shall it (or any part of it) or
the fact of its distribution form the basis of or be relied on in
connection with, any contract therefore. The tender offer is not
being made, directly or indirectly, in or into, or by the use of the
mails of, or any other means or instrumentality of interstate or
foreign commerce (including, but not limited to, telephones, telexes,
facsimile transmissions, e-mails and internet communications) of, or
of any facility of a national securities exchange of, the United
States of America. Accordingly, copies of offering documents are not
being, and must not be, mailed or otherwise transmitted or
distributed in or into the United States of America. No person may
apply for this tender offer by the use of such means or
instrumentality or of such facility, or from the United States of
America. Any purported acceptance of the tender offer resulting
directly or indirectly from a violation of these restrictions will
not be accepted. No securities or other consideration is being
solicited in the United States and if sent in response by a resident
of the United States of America will not be accepted. No indications
of interest in the tender offer are sought by this press release.
 
4. Expiration Date of the Proposal
 
Nidec strongly believes that a timely realization of the Proposal
will create a win-win situation that will benefit all stakeholders of
Toyo Denki. In that respect, the terms of the Proposal will expire on
December 15, 2008, unless announced otherwise.
 
The Nidec Corporation logo is available at:
http://www.globenewswire.com/newsroom/prs/?pkgid=1734
 
THIS MATERIAL IS NOT FOR DISTRIBUTION OR PUBLICATION IN OR INTO THE
UNITED STATES. THIS IS NOT AN OFFER TO PURCHASE SECURITIES IN THE
U.S. THE COMPANY DOES NOT INTEND TO CONDUCT THE OFFER IN THE U.S. OR
TO PERSONS RESIDING IN THE U.S.
 
CONTACT: Nidec Corporation
Masahiro Nagayasu, General Manager Investor Relations
+81-75-935-6140
ir@jp.nidec.com