Basic Agreement on Business Integration through Establishment of a Joint Holding Company with NTN Corporation (Share Transfer)

Outline of Business Integration

NSK Ltd. and NTN Corporation have signed a basic agreement to establish a joint holding company through a joint share transfer method, thereby executing business integration. Both companies have already approved the plan at their respective boards of directors, with the new holding company scheduled to be established in October 2027 and listed on the Tokyo Stock Exchange Prime Market. This will result in a wholly parent and wholly subsidiary relationship, enabling the optimal utilization of management resources and strengthening of the business foundation.

Purpose and Strategy of Business Integration

Both companies aim to respond to growing stagnation and market environment changes in the automotive and industrial machinery sectors, maintaining sustainable growth and a strong industrial base originating from Japan. The strategies include optimizing management resource investment, transforming the portfolio, expanding high-value-added areas, creating new businesses, and strengthening manufacturing and procurement resilience. They will discuss and examine measures to realize synergy effects promptly.

Future Schedule and Structure

The basic agreement will be signed on May 12, 2026, with a board resolution on the same day. The final agreement is scheduled to be signed within six months after the basic agreement. Approval from the general meetings of shareholders will be obtained in June 2027, and the new holding company is expected to be established and listed in October 2027. The new holding company will become a wholly subsidiary of each company, aiming to create synergy while maintaining management autonomy and harmony.