Seiko Instruments Inc. (SII) is pleased to announce that the merger with SII Micro Parts Ltd. (SMP), to be effective November 1, 2007, was officially approved at the SII board of directors meeting held today. SMP is currently a wholly-owned SII subsidiary that develops, manufactures and sells micro batteries and special metal materials. This merger follows the simplified merger procedure.
SMP’s predecessor company was initially established in 1957 as a watch spring manufacturer. Currently, SMP develops, manufactures and sells micro rechargeable backup batteries for mobile phone and digital camera use, along with button-type silver batteries, magnets, and special metal materials.
With this merger, SMP micro batteries and special metal materials business will be enhanced through synergy with other SII operations. For example, SMP’s utilization of SII Network Components Business Unit’s sales channels will positively improve its sales. Alliance with the SII Corporate Technology Division and other engineering sections will accelerate the development of micro batteries, metal materials and other key SMP components.
1. Merger Schedule
SII Micro Parts Shareholders Meeting Merger contract approval : September 10, 2007
SII Board of Directors Meeting Merger contract approval : September 10, 2007 (written resolution)
Merger contract concluded : September 10, 2007
Date of merger (effective date) : November 1, 2007 (scheduled)
Merger registration : November 1, 2007 (scheduled)
Note: This merger is a simplified merger. In accordance with the regulations set forth in Japan’s Commercial Code Article 796 Clause 3, the merger can proceed without the approval of a SII shareholders meeting.
2. Merger Process
SII will be the surviving company, and SMP as a legal entity will be dissolved.
3. Others
Because as of August 31st SII holds all SMP shares, no new shares will be issued, no increase in capitalization, and no payment of cash will be implemented as a result of the merger.
4. Outline of Parties Concerned with the Merger
