Makita Corporation
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of September, 2005
MAKITA CORPORATION
(Translation of registrants name into English)
3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:]
Form 20-F þ Form 40-F o
[Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.]
Yes o No þ
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MAKITA CORPORATION |
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(Registrant)
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By: |
/s/ Masahiko Goto |
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(Signature) |
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Masahiko Goto
President |
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Date: September 30, 2005
For immediate release
September 30, 2005
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Company name:
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Makita Corporation
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Representative:
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Masahiko Goto, President
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Code number:
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6586 |
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Stock exchange listings: |
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First sections of the Tokyo and Nagoya stock exchanges
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Announcement Regarding Acquisition of the Nailer Business
of Kanematsu-NNK Corp.
Makita Corporation (Makita) announced on February 22, 2005, that it would postpone the
acquisition (the Acquisition) of the nailer business of Kanematsu-NNK Corp. (Kanematsu-NNK;
Head Office: Tokyo; President: Norihiko Tominaga). However, at the meeting of the Board of
Directors of Makita held today, the decision was made to sign a final contract for the Acquisition
to replace the original contract signed on December 24, 2004. The final contract was signed today,
and the details are as follows:
1. Background and Purpose of the Acquisition
Makita manufactures and sells nailers (including pneumatic and other types) in Japan and
overseas, as part of its core business, i.e. the electric power tools business. As competition in
the field of nailers has intensified recently with greater activity among competitors in Japan and
market globalization, reinforcing Makitas position in this field has become an important
management issue.
Makita has given Kanematsu-NNKs competence in product development and marketing a high
evaluation and preparations were under way to consummate the acquisition of the nailer business on
April 1, 2005. However, in February 2005, an issue arose related to the falsification of
certifications for wire-collated screws by Kanematsu-NNK. As a result, the negotiations were
suspended on February 22, and Makita has subsequently monitored developments related to resolution
of this issue.
Recently, both companies have reopened discussions related to the Acquisition, culminating in
todays announcement of the signing of a final contract.
2. Outline of the Acquisition
Effective January 1, 2006, Kanematsu-NNK shall split off the aforementioned nailer business
and Makita will act as the company acquiring this business. Please note that the final contract
signed today contains an agreement that Makita will be the acquiring company, and, as Makita will
work to gain the understanding of creditors separately, with certain exceptions, Makita will not
become liable for any of the obligations of Kanematsu-NNK (including those that have been incurred
as a result of the series of developments related to the falsification of certifications by
Kanematsu-NNK).
English Translation of press release originally issued in Japanese language
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3. Content of the Acquisition
(1) Content of Business Operations
Development, manufacturing, sales, and other activities related to the following:
automatic nailers, automatic nailer systems, wire-collated nails, staples, and air
compressors.
(2) Performance of Business to be Acquired (for the year ended March 31, 2005)
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Yen (millions) |
Sales |
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6,961 |
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Operating income |
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136 |
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(3) Book Value of Assets and Liabilities of Business to be Acquired (as of March 31, 2005)
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Yen (millions) |
Assets |
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Current Assets |
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1,434 |
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Fixed Assets |
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529 |
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Total |
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1,963 |
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Liabilities |
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Current Liabilities |
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198 |
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Fixed Liabilities |
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398 |
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Total |
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596 |
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(4) Acquisition Price and Method of Settlement
The price of the Acquisition will be approximately 1.6 billion JPY (subject to final
adjustments based on the balance sheets as of December 31, 2005.). Payment for the
Acquisition will be settled in cash.
(5) Other Matters
The Acquisition is subject to approval at Kanematsu-NNKs shareholders meeting and
expiration of the waiting period after acceptance of the filing related to the Acquisition
with the Japan Fair Trade Commission.
English Translation of press release originally issued in Japanese language
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4. Overview of Kanematsu-NNK (as of March 31, 2005)
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(1) |
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Company Name: |
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Kanematsu-NNK Corp. |
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(2) |
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Establishment: |
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March 6, 1934 |
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(3) |
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Location of Head Office: |
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2, Kojimachi 3-chome, Chiyoda-ku, Tokyo |
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(4) |
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Representative: |
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Norihiko Tominaga, President |
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(5) |
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Capital: |
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3,325 million yen |
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(6) |
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Fiscal Year: |
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Ends March 31 |
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(7) |
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Business Lines: |
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Geotech (foundation improvement)
engineering, nailers, lumber and
housing construction |
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(8)
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Principal Shareholders:
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Kanematsu Corp.
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32.07% |
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Mizuho Corporate Bank
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3.97% |
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Japan Securities Finance
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3.19% |
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(9) |
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Relationship with Makita: |
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Capital relationships: None |
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Personal relationships: None |
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Transactional relationships:
Kanematsu-NNK supplies certain nailer
products and wire-collated nails to
Makita on an OEM basis |
5. Outlook
The
Acquisition will have no material effect on Makitas projected
performance in the current fiscal year.
FORWARD-LOOKING
STATEMENTS
This document contains forward-looking statements based on Makitas own
projections and estimates. The power tools market, where Makita is mainly
active, is subject to the effects of rapid shifts in economic conditions,
demand for housing, currency exchange rates, changes in competitiveness, and
other factors. Due to the risks and uncertainties involved, actual results
could differ substantially from the content of these statements. Therefore,
these statements should not be interpreted as representation that such
objectives will be achieved.
English Translation of press release originally issued in Japanese language
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