M&A: HONDA MOTOR CO LTD

Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000094787124001026

Comments: Honda Motor Co., Ltd. announced a memorandum of understanding (MOU) alongside Nissan Motor Co., Ltd. and Mitsubishi Motors Corporation to explore the possibility of Mitsubishi's participation in a business integration through the establishment of a joint holding company. This MOU signifies a strategic partnership aimed at enhancing synergies in the context of significant changes in the automotive industry. The discussions are expected to progress swiftly, with Mitsubishi Motors aiming to finalize decisions by the end of January 2025. Both Honda and Nissan anticipate that the integration will provide greater value, leveraging each company's strengths. Honda mentioned the urgency of adapting to rapid industry changes, suggesting that collective efforts could lead to new value creation in mobility. The agreement could potentially involve a share transfer requiring detailed disclosure via a Form F-4 to be filed with the SEC.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000094787124001028

Comments: Honda Motor Co., Ltd. and Nissan Motor Co., Ltd. have filed a memorandum of understanding to explore a business integration through the establishment of a joint holding company. The collaboration aims to enhance synergies and consolidation of resources across both companies to strengthen competitiveness in the automotive industry. The plan is to execute a joint share transfer, making both companies wholly-owned subsidiaries of the new holding company, which is intended to list on the Tokyo Stock Exchange by August 2026. The integration will involve standardizing vehicle platforms, optimizing manufacturing systems, integrating research and development functions, and streamlining supply chain operations. The proposed timeline includes board resolutions and memorandum execution on December 23, 2024, with planned shareholder meetings by April 2026 and an effective date for the share transfer by August 2026. The document highlights potential synergies such as increased market response capability and cost reductions. It also outlines management structures post-integration, emphasizing the significance of technological advancement and human resource optimization for achieving a carbon-neutral society.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000094787124001033

Comments: On December 23, 2024, Honda Motor Co., Ltd., along with Nissan Motor Co., Ltd. and Mitsubishi Motors, announced a joint press conference to discuss their official agreement to begin discussions regarding business integration. A memorandum of understanding (MOU) has been signed to facilitate the dialogue aimed at exploring potential collaboration between Nissan and Honda, which includes Mitsubishi’s potential participation. The CEOs of each company spoke about their commitment to leveraging the strengths of their respective organizations to innovate and adapt within a rapidly changing automotive industry characterized by significant technological advancements, notably in electrification and vehicle intelligence. The integration discussions aim to create synergies by combining resources, streamlining operations, and developing innovative mobility solutions. Specific benefits from the integration include cost efficiencies, improved research and development capabilities, and enhanced competitive edge in the market. The holding company that would emerge from this potential merger is expected to be incorporated and listed by August 2026, contingent on shareholder approval and due diligence processes. The final decision on Mitsubishi Motors’ involvement will be made by the end of January 2025. The overarching goal is to ensure that both Nissan and Honda stand on their own feet, solidifying their business foundations, prior to any potential integration.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018158

Comments: Nissan Motor Co., Ltd. and Honda Motor Co., Ltd. have signed a memorandum of understanding (MOU) to begin discussions regarding a potential business integration through a joint holding company. This initiative aims to boost the companies' efforts towards creating a carbon-neutral and zero-traffic-fatality society. The collaboration follows previous MOUs aimed at strategic partnership and joint research in next-generation vehicle technologies. The integration is expected to enhance both companies' market competitiveness by pooling management resources and technologies, leading to improved product offerings and operational efficiencies. Potential synergies include standardizing vehicle platforms, enhancing R&D capabilities, optimizing manufacturing systems, streamlining purchasing operations, and achieving cost synergies through operational efficiencies. The joint holding company will act as the parent to both firms and is set to be listed on the Tokyo Stock Exchange by August 2026. The schedule for integration includes key milestones for shareholder approvals and definitive agreements leading up to the execution of the share transfer. Both companies remain committed to maintaining their individual brands while striving for enhanced growth and innovation through collaboration.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018162

Comments: Honda Motor Co., Ltd. has entered into a memorandum of understanding (MOU) with Nissan Motor Co., Ltd. and Mitsubishi Motors Corporation to explore a potential business integration through a joint holding company. This initiative follows a previous agreement between Nissan and Honda to develop a strategic partnership focusing on intelligence and electrification. Mitsubishi Motors is considering participating in this integration, with discussions expected to conclude by the end of January 2025. The executives from all three companies expressed optimism about enhancing synergies and delivering greater value through this collaboration, indicating significant changes and opportunities in the automotive industry. The document also hints that Honda and Nissan may file a Form F-4 with the SEC related to potential share transfers associated with this business integration process, which will provide essential information to shareholders.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018163

Comments: Nissan Motor Co., Ltd. and Honda Motor Co., Ltd. have agreed to begin discussions toward a business integration aimed at creating a holding company that would encompass both brands. This partnership is designed to leverage shared strengths, promoting synergies and efficiencies in various operational areas. The collaboration is expected to bring benefits such as economies of scale through common platforms, enhanced engineering capabilities, and optimized manufacturing costs. The integration committee will be formed to facilitate discussions, with a definitive agreement projected for June 2025 and establishment of the holding company anticipated by August 2026, contingent upon shareholder approval in FY26.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018165

Comments: Honda Motor Co., Ltd. has entered into a Memorandum of Understanding (MOU) with Nissan Motor Co., Ltd. to discuss potential business integration. The MOU aims to establish a joint holding company through a shared stock transfer, facilitating the integration of management resources including knowledge, human resources, and technologies. This strategic step is considered essential for both companies to enhance competitiveness in the rapidly evolving automotive market, allowing them to deliver more innovative products and services. The projected timeline indicates a signing of the MOU on December 23, 2024, with plans for further actions proceeding through June 2025 and aiming for the establishment of the holding company by August 2026. Key aspects include the potential synergies from standardizing vehicle platforms, integrating R&D functions, and optimizing manufacturing systems, all contributing to improved financial performance and positioning as leading global mobility companies. The integration is contingent upon shareholder approval and necessary regulatory clearances, with ongoing discussions expected to shape the final agreement.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018167

Comments: Nissan Motor Co., Ltd. has signed a Memorandum of Understanding (MOU) with Honda Motor Co., Ltd. to discuss a potential integration of their businesses under a holding company structure. This strategic partnership aims to enhance operational efficiency, combine management resources, and improve financial outcomes through synergies. Both companies acknowledge the gravity of this decision while recognizing the collaborative strengths that can arise from it. They plan to maintain distinct brand identities but work together to adapt to market changes. The companies anticipate further actions leading up to a new company listing planned for August 2026, focusing on product competitiveness and business growth. A possible share transfer related to this integration may also occur, subject to the filing of a Form F-4 with the SEC, which will provide crucial information for shareholders ahead of their meetings.

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