Translation

Company Name: Alpine Electronics, Inc.

Representative: Nobuhiko Komeya, President

November 24, 2016

Code Number: 6816 (First Section of the Tokyo Stock Exchange) Inquiries: Hitoshi Kajiwara, Managing Director,

Administration

TEL: +81-3-3494-1101 (from overseas)

Notice of Absorption-Type Merger of Consolidated Subsidiary and Merger between Consolidated Subsidiaries

Alpine Electronics, Inc. (the "Company") hereby announces that at a meeting of the Board of Directors held on November 22, 2016 a resolution was made to execute an absorption-type merger whereby, effective April 1, 2017, the Company's wholly owned consolidated subsidiary ALPINE GIKEN INC. (hereinafter "ALPINE GIKEN") will be merged into the Company and to execute an absorption-type merger between the Company's wholly owned consolidated subsidiaries ALPINE TECHNOLOGY MANUFACTURING, INC. (hereinafter "ALPINE TECHNO"), ALPINE PRECISION, INC. (hereinafter "ALPINE PRECISION"), and ALPINE MANUFACTURING, INC.

(hereinafter "ALPINE MANUFACTURING") whereby, effective the same date, ALPINE TECHNO and ALPINE PRECISION will be merged into ALPINE MANUFACTURING. The details are as follows.

The absorption-type merger of ALPINE GIKEN is a simplified merger with a wholly owned subsidiary while the merger of ALPINE MANUFACTURING, ALPINE TECHNO and ALPINE PRECISION is a merger between wholly owned subsidiaries of the Company. Therefore, the disclosure information is stated with certain omissions.

  1. Purpose of business reorganization

    1. Absorption-type merger of consolidated subsidiary

      ALPINE GIKEN designs in-vehicle electronic components and develops software for the Company's brands and domestic automakers. Through this merger, ALPINE GIKEN will be merged into the Company to consolidate these functions with those of the Company in order to strengthen development functions and improve development efficiency.

    2. Merger between consolidated subsidiaries

      ALPINE TECHNO performs the processes of mounting and assembling printed circuit boards, the process of assembling FA equipment, and the sale of these projects. ALPINE PRECISION performs the manufacture and sale of the mechanical unit and nose (exterior part) of the Company's products. Through this merger, ALPINE PRECISION and ALPINE TECHNO will be merged with ALPINE MANUFACTURING to consolidate these functions with those of ALPINE MANUFACTURING in order to strengthen the manufacturing functions and improve production efficiency as a domestic seamless production plant for component processes and finished product assembly.

    3. Absorption-type merger of ALPINE GIKEN

      1. Overview of the merger

        1. Merger schedule

          Resolution of merger at a meeting of the Board of Directors November 22, 2016 Signing of merger agreement November 22, 2016

          Date of merger (effective date) April 1, 2017 (planned)

          * This merger is a simplified merger with respect to the Company, in accordance with Article 796, paragraph 2 of the Companies Act, and a short-form merger with respect to ALPINE GIKEN, in accordance with Article 784, paragraph 1 of the Companies Act. Neither of the mentioned types of merger requires approval by a General Meeting of Shareholders. Therefore, the mentioned companies will execute the merger without such approval.

        2. Merger method

          The planned method of merger is an absorption-type merger, whereby the Company will be the surviving company and ALPINE GIKEN will be dissolving.

        3. Details concerning allotments related to the merger

          The Company holds all of the issued shares for ALPINE GIKEN. Therefore, upon the merger, the Company will not deliver shares or any other cash, etc. as consideration for the merger.

        4. Handling of the disappearing company's subscription rights to shares and bonds with subscription rights to shares

          No items to report.

        5. Outline of the parties to the merger

          Surviving company

          in absorption-type merger

          Disappearing company in absorption-type merger

          (i) Name

          Alpine Electronics, Inc.

          ALPINE GIKEN, INC.

          (ii)

          Address

          1-1-8 Nishi-Gotanda, Shinagawa-ku, Tokyo

          1-58 Yoshima-Kogyodanchi, Iwaki City, Fukushima

          (iii) Title or name of representative

          Nobuhiko Komeya, President

          Yoshiyuki Nakatomi, President

          (iv)

          Business activities

          Manufacture and sale of audio products and information and communication products

          Development and design of audio products and information and communication products

          (v)

          Capital

          ¥25,920 million

          ¥265 million

          (vi)

          Date of establishment

          May 10, 1967

          October 1, 1993

          (vii)

          Total number of issued shares

          69,784,501 shares

          4,300 shares

          (viii)

          Fiscal year-end

          March 31

          March 31

          (ix)

          Major shareholders and

          ALPS ELECTRIC CO., LTD.

          40.43%

          The Company

          100%

          shareholding ratios

          STATE STREET BANK CLIENT

          OMNIBUS OM04

          3.67%

          Japan Trustee Services Bank, Ltd.

          (Trust Account)

          3.51%

          NORTHERN TRUST CO. (AVFC) RE

          IEDU UCITS CLIENTS NON

          LENDING 15PCT TREATY

          ACCOUNT

          3.10%

          Surviving company

          in absorption-type merger

          Disappearing company in absorption-type merger

          (x) Financial position and operating results for the previous fiscal year

          Fiscal year

          Ended March 31, 2016 (consolidated)

          Ended March 31, 2016 (non-consolidated)

          Net assets

          ¥143,805 million

          ¥849 million

          Total assets

          ¥205,182 million

          ¥1,529 million

          Net assets per share

          ¥2,059.72

          ¥197,448.34

          Net sales

          ¥273,056 million

          ¥3,062 million

          Ordinary income

          ¥6,170 million

          ¥56 million

          Profit attributable to owners of parent

          ¥10,698 million

          ¥31 million

          Basic earnings per share

          ¥155.14

          ¥7,391.49

        6. Post-merger status

          There will be no change to the Company's name, address, title or name of representative, business activities, stated capital, or fiscal year-end.

        7. Merger between ALPINE MANUFACTURING, ALPINE TECHNO and ALPINE PRECISION

          1. Overview of the merger

            1. Merger schedule

              Resolution of merger at a meeting of the Board of Directors November 18, 2016 (at three parties to merger)

              Signing of merger agreement (by three parties to merger) November 22, 2016

              Approval of merger at a General Meeting of Shareholders (at ALPINE TECHNO, ALPINE PRECISION)

              December 27, 2016 (planned)

              Date of merger (effective date) April 1, 2017 (planned)

              * This merger is a simplified merger with respect to ALPINE MANUFACTURING, in accordance with Article 796, paragraph 2 of the Companies Act. This type of merger does not require approval by a General Meeting of Shareholders. Therefore, the mentioned company will execute the merger without such approval.

            2. Merger method

              The planned method of merger is an absorption-type merger, whereby ALPINE MANUFACTURING will be the surviving company and ALPINE TECHNO and ALPINE PRECISION will be dissolving.

            3. Details concerning allotments related to the merger

              All parties of the merger are wholly owned subsidiaries of the Company. Therefore, upon the merger, the Company will not deliver shares or any other cash, etc. as consideration for the merger.

            4. Handling of the disappearing company's subscription rights to shares and bonds with subscription rights to shares.

              No items to report.

            5. Outline of the parties to the merger

              Surviving company

              in absorption-type merger

              Disappearing company in absorption-type merger

              Disappearing company in absorption-type merger

              (i) Name

              ALPINE MANUFACTURING, INC.

              ALPINE TECHNOLOGY MANUFACTURING, INC.

              ALPINE PRECISION, INC.

              (ii)

              Address

              3-10 Yoshima- Kogyodanchi, Iwaki City, Fukushima

              61-1 Ohara Aza Shinbori, Onahama, Iwaki City, Fukushima

              48-1 Akai Aza Sorimachi, Taira, Iwaki City, Fukushima

              (iii) Title or name of representative

              Yoshiaki Furukawa, President

              Yoshio Chitose, President

              Minoru Daikuhara, President

              (iv) Business activities

              Manufacture and sale of audio products and information and communication products

              Manufacture and sale of electronic components and electronic equipment

              Manufacture and sale of audio products and information and communication products

              (v)

              Capital

              ¥275 million

              ¥200 million

              ¥90 million

              (vi) Date of establishment

              January 25, 1974

              September 22, 1973

              November 24, 1983

              (vii) Total number of issued shares

              400,000 shares

              400,000 shares

              1,800 shares

              (viii) Fiscal year-end

              March 31

              March 31

              March 31

              (ix) Major shareholders and shareholding ratios

              The Company

              100%

              The Company

              100%

              The Company

              100%

              (x) Financial position and operating results for the previous fiscal year

              Fiscal year

              Ended March 31, 2016 (non-consolidated)

              Ended March 31, 2016 (non-consolidated)

              Ended March 31, 2016 (non-consolidated)

              Net assets

              ¥1,376 million

              ¥1,033 million

              ¥1,023 million

              Total assets

              ¥1,866 million

              ¥1,388 million

              ¥1,655 million

              Net assets per share

              ¥3,440.49

              ¥2,584.10

              ¥568,852.24

              Net sales

              ¥2,250 million

              ¥976 million

              ¥4,059 million

              Ordinary income

              ¥94 million

              ¥2 million

              ¥144 million

              Profit

              ¥61 million

              ¥233 million

              ¥95 million

              Basic earnings per share

              ¥153.00

              ¥584.41

              ¥52,937.70

            6. Post-merger status

              There will be no change to the ALPINE MANUFACTURING's name, address, title or name of representative, business activities, stated capital, or fiscal year-end.

            7. Future outlook

            8. The impact of this merger on the Company and its consolidated operating results will be immaterial.

            Alpine Electronics Inc. published this content on 05 December 2016 and is solely responsible for the information contained herein.
            Distributed by Public, unedited and unaltered, on 05 December 2016 06:03:07 UTC.

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