Nidec Corporation (TSE:6594) entered into an asset and stock purchase agreement to acquire Motors, Drives and Electric Power Generation business from Emerson Electric Co. (NYSE:EMR) for $1.2 billion on July 30, 2016. The consideration is on a cash and debt-free enterprise value basis. The consideration will be paid in cash plus assumption by Nidec of certain post-retirement liabilities, subject to certain adjustments in accordance with the purchase agreement. For the year ended September 20, 2015, the business had sales of $1.67 billion and EBITDS of $175 million.

The deal is subject to customary closing conditions for transactions of this type, including, among others, clearance under the Hart-Scott-Rodino Act, approval by the French Ministry for Economy and Finance and receipt of antitrust and government approvals from certain other foreign regulatory authorities. The Board of Directors of Nidec Corporation approved the deal. The agreement includes customary representations, warranties and covenants by the parties, including, among others, covenants not to engage in certain kinds of transactions during the period between the execution of the purchase agreement and the consummation of the transactions, a customary non-competition agreement in favor of the Nidec and mutual non-solicitation of employee covenants. As on November 30, 2016, European Commission approved the transaction. The deal is expected to close by December 31, 2016. As on December 14, 2016 Competition Commission of India approved acquisition. As of January 30, 2017, Nidec Corporation (TSE:6594) completed the acquisition of Motors, Drives and Electric Power Generation business from Emerson Electric Co. (NYSE:EMR), except for acquisitions in certain jurisdictions. The acquisition of Leroy Somer Electro-Technique (Fuzhou) Co., Ltd and other remaining entities is expected to be completed by September 30, 2017.

J.P. Morgan Securities LLC and Centerview Partners LLC acted as financial advisors and Charles Ruck, Bradley Faris, Pierre-Louis Cléro, Olivier du Mottay, Marcela Gutierrez-Emiliani, Lucile Merel, Matthias Rubner, Marie Florent, Alan Bakhos, Laura Janowitsch, Michael Fielkow, Sarah Smoler, Brett Schroeder, Liyun Deng, Diana Doyle, Rene de Vera, Jeffrey Tochner, Jessica Selby, David Shapiro, Jeffrey Anderson, Renee Heyman, Karl Karg, Kyle Jefcoat of Latham & Watkins LLP served as legal advisors for Emerson Electric Co. Ronan P. Harty, John B. Reynolds III, Mary K. Marks, Rebecca Tracy Rotem, Jesse Kramer, Amanda Bradley, Jeffrey P. Crandall, Ron M. Aizen, Florentino Salazar of Davis Polk acted as legal advisors for Emerson Electric. Aparna Mehra, Supritha Prodaturi, Geet Sawhney for The Competition Law team, Shuva Mandal, Abhishek Guha, for The General Corporate Team of Shardul Amarchand Mangaldas & Co acted as legal advisor and Sidley Austin LLP acted as Global Counsel for Nidec. Razvan Popa, Oana Costache, Anthony O'Connor, Ákos Nagy,  Jan Juroška, Jan Pfeffer of Kinstellar, s.r.o., advokatni kancelar acted as legal advisor to Nidec.

Nidec Corporation (TSE:6594) completed the acquisition of Motors, Drives and Electric Power Generation business from Emerson Electric Co. (NYSE:EMR) on January 31, 2017. For the transaction, Nidec borrowed $1,300 million as of January 31, 2017.