Regarding the recording of gain from the transfer of shares in a consolidated subsidiary
Tokyo, December 4, 2017 - NEC Corporation ("NEC"; TSE: 6701) announced today that NEC has determined to transfer all shares of NEC Energy Devices, Ltd. ("NEC Energy Devices"), a wholly owned subsidiary of NEC, to GSR Capital ("GSR"), a private investment fund.
This transfer of the NEC Energy Devices shares to GSR is, as outlined in "1. About the transfer of shares" below, scheduled to be executed on the same day as the transfer of Automotive Energy Supply Corporation ("AESC") shares to GSR by Nissan Motor Co., Ltd. ("Nissan"). If this transfer is executed, capital gain will occur.
- About the transfer of shares
NEC established NEC Energy Devices in April 2010. NEC Energy Devices develops, manufactures, sells and maintains lithium ion batteries and their electrodes. The electrodes produced by NEC Energy Devices are employed by lithium ion batteries of AESC, which was established as a joint venture company in April 2007 with joint investment from NEC and Nissan, and develops, manufactures and sells high-performance lithium ion batteries for vehicles. Among other applications, these batteries are installed in Nissan's electric vehicle, LEAF.
NEC is focusing on Solutions for Society businesses. In the smart energy field, NEC is shifting towards services for the construction, operation and maintenance of electric storage systems to support goals such as stabilizing power grids and improving the efficiency of companies' energy use.
Based on this policy, NEC has determined to transfer all shares of AESC owned by NEC and NEC Energy Devices to Nissan, thereby enabling Nissan to transfer all AESC shares to GSR, and NEC has been negotiating with GSR the transfer of all shares of NEC Energy Devices owned by NEC to GSR, as was described in the "Regarding the recording of gain from the transfer of shares in an affiliated company accounted for by the equity-method" press release dated August 8, 2017. The negotiation with GSR was recently concluded and NEC has entered into a share transfer agreement for the transfer of all shares of NEC Energy Devices owned by NEC to GSR.
This transfer of NEC Energy Devices shares to GSR is scheduled to be executed on the same day as the transfer of AESC shares to GSR by Nissan.
- Share transfer summary
- (1)Transferred Shares:
4,000 shares in NEC Energy Devices
(percent ownership: 100%)
- (2)Scheduled Transfer Date:
March 30, 2018
Note: This transfer of shares is scheduled to be executed on the same day as the transfer of AESC shares owned by NEC and NEC Energy Devices to Nissan announced in the "Regarding the recording of gain from the transfer of shares in an affiliated company accounted for by the equity-method" press release dated August 8, 2017.
- (1)Transferred Shares:
- Future outlook
When the transfer of the NEC Energy Devices shares is executed, approximately 6.0 billion yen in operating profit is expected to be recorded in the consolidated financial statement for the fiscal year ending March 31, 2018. If the financial forecasts for the fiscal year ending March 31, 2018 require changes, NEC will make an announcement as soon as it is determined.
Cautionary Statement with Respect to Forward-Looking Statements
This material contains forward-looking statements regarding estimations, forecasts, targets and plans in relation to the results of operations, financial conditions and other overall management of the NEC Group (the "forward-looking statements"). The forward-looking statements are made based on information currently available to NEC and certain assumptions considered reasonable as of the date of this material. These determinations and assumptions are inherently subjective and uncertain. These forward-looking statements are not guarantees of future performance, and actual operating results may differ substantially due to a number of factors.
The factors that may influence the operating results include, but are not limited to, the following:
- Effects of economic conditions, volatility in the markets generally, and fluctuations in foreign currency exchange and interest rate
- Trends and factors beyond the NEC Group's control and fluctuations in financial conditions and profits of the NEC Group that are caused by external factors
- Risks arising from acquisitions, business combinations and reorganizations, including the possibility that the expected benefits cannot be realized or that the transactions may result in unanticipated adverse consequences
- Developments in the NEC Group's alliances with strategic partners
- Effects of expanding the NEC Group's global business
- Risk that the NEC Group may fail to keep pace with rapid technological developments and changes in customer preferences
- Risk that the NEC Group may lose sales due to problems with the production process or due to its failure to adapt to demand fluctuations
- Defects in products and services
- Shortcomings in material procurement and increases in delivery cost
- Acquisition and protection of intellectual property rights necessary for the operation of business
- Risk that intellectual property licenses owned by third parties cannot be obtained and/or are discontinued
- Risk that the NEC Group may be exposed to an unfavorable pricing environment due to intensified competition
- Risk that a major customer changes investment targets, reduces capital investment and/or reduces the value of transactions with the NEC Group
- Risk that the NEC Group may be unable to provide or facilitate payment arrangements (such as vendor financing) to its customers on terms acceptable to them or at all, or risk that the NEC Group's customers are unable to make payments on time, due to the customers' financial difficulties or otherwise
- Risk that the NEC Group may experience a substantial loss of, or an inability to attract, talented personnel
- Risk that the NEC Group's ability to access the commercial paper market or other debt markets are adversely affected due to a downgrade in its credit rating
- Risk that the NEC Group may incur large costs and/or liabilities in relation to internal control, legal proceedings, laws and governmental policies, environmental laws and Rules, tax practice, information management, and human rights and working environment
- Consequences of natural and fire disasters
- Changes in methods, estimates and judgments that the NEC Group uses in applying its accounting policies
- Risk that the NEC Group may incur liabilities and losses in relation to its retirement benefit obligations
The forward-looking statements contained in this material are based on information that NEC possesses as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for NEC to predict these events or how they may affect the NEC Group. NEC does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About NEC Corporation
NEC Corporation is a leader in the integration of IT and network technologies that benefit businesses and people around the world. By providing a combination of products and solutions that cross utilize the company's experience and global resources, NEC's advanced technologies meet the complex and ever-changing needs of its customers. NEC brings more than 100 years of expertise in technological innovation to empower people, businesses and society. For more information, visit NEC at http://www.nec.com.
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