Regarding the recording of gain from the transfer of shares in an affiliated company accounted for by the equity-method
Tokyo, August 8, 2017 - NEC Corporation ("NEC"; TSE: 6701) announced today that NEC entered into a share transfer agreement with NEC Energy Devices Ltd. ("NEC Energy Devices"), a wholly owned subsidiary, and Nissan Motor Co., Ltd. ("Nissan") under which all shares of Automotive Energy Supply Corporation ("AESC") owned by NEC and NEC Energy Devices will be transferred to Nissan.
In addition, Nissan has entered into a definitive sale and purchase agreement with GSR Capital ("GSR"), a private investment fund, for the sale of Nissan's electric battery operations and production facilities to GSR. As part of this, Nissan plans to transfer the AESC shares to be acquired from NEC and NEC Energy Devices to GSR.
This transfer of the AESC shares to Nissan is subject to the fulfillment of the conditions outlined below in "1. About the transfer of shares." If this transfer is executed, capital gain will occur.
- About the transfer of shares
AESC was established as a joint venture company in April 2007 with joint investment from NEC and Nissan. AESC develops, manufactures, and sells high-performance lithium ion batteries for vehicles. NEC established NEC Energy Devices in April 2010. NEC Energy Devices develops, manufactures, sells, and maintains lithium ion batteries and their electrodes. AESC's lithium ion batteries employ electrodes produced by NEC Energy Devices. Among their applications, the batteries are used 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. As a result of a comprehensive review based on these objectives, NEC has entered into the share transfer agreement.
NEC is currently negotiating the transfer of all shares of NEC Energy Devices owned by NEC to GSR. The transfer of the AESC shares owned by NEC and NEC Energy Devices to Nissan is subject to (i) the execution of a share transfer agreement between NEC and GSR for the transfer of NEC Energy Devices shares owned by NEC to GSR and the fulfillment of the closing conditions thereunder, and (ii) the fulfillment of the closing conditions under the definitive sale and purchase agreement between Nissan and GSR.
- Share transfer summary
- (1)Transferred Shares:
45,962 shares in AESC
Portion owned by NEC 39,396 shares (percent ownership: 42%)
Portion owned by NEC Energy Devices 6,566 shares (percent ownership: 7%)
- (2)Scheduled Transfer Date:
December 31, 2017
- (1)Transferred Shares:
- Future outlook
When the transfer of the AESC shares is executed, approximately 10.0 billion yen in non-operating income 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.
The NEC Group globally provides "Solutions for Society" that promote the safety, security, efficiency and equality of society. Under the company's corporate message of "Orchestrating a brighter world," NEC aims to help solve a wide range of challenging issues and to create new social value for the changing world of tomorrow. For more information, please visit
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