Nidec announces its board of directors' resolution of application for approval of deadline extension for submission of securities report for 52nd fiscal year

Business Wire

4 hours ago

KYOTO, Japan--(BUSINESS WIRE)--As announced in "Change in the scheduled submission date for the securities report" dated June 18, 2025, Nidec Corporation (TOKYO: 6594; OTC US: NJDCY) (the "Company") is proceeding with further internal investigations and considerations regarding trade transactions and customs issues of NIDEC FIR INTERNATIONAL S.R.L. (Located in Italy; hereinafter "FIR"), one of the consolidated subsidiary of the Company and under Appliance, Commercial and Industrial Motors Business Unit of Appliance and Automotive Division.
In relation to this tariff issue, the Company hereby announces that the Company has decided to submit an application to the Kanto Local Finance Bureau for approval of a deadline extension regarding the submission of the securities report as prescribed in Article 15-2, Paragraph 1 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.
The Company would like to offer its deepest apologies to the shareholders, investors, and all other parties concerned for the inconvenience and concern caused.
1. Securities reports covered
The 52nd Fiscal Year Securities Report (From April 1, 2024 to March 31, 2025)
2. Deadline for filing before extension
June 30, 2025
3. Deadline for filing if extension is approved
September 26, 2025
4. Overview of the case
Between April 2018 and September 2023, FIR shipped oven motors manufactured at its Italian factory using parts made in China to the United States and imported them itself. In light of U.S. customs laws and regulations and U.S. customs law rulings, the country of origin of the motors should have been China, not Italy, FIR treated the country of origin of the motors as Italy, and therefore did not pay the additional tariffs that should have been paid when oven motors, which originated in China, were imported into the United States.
In September 2023, FIR stopped the production and shipment of oven motors and implemented changes to the procurement sources and manufacturing process of major parts (hereinafter "Process Changes"). At roughly the same time, FIR's parent company, Nidec Americas Holding Corporation (hereinafter "NAHC"), commissioned an external expert to investigate the cause and circumstances of the fact that the country of origin of oven motors manufactured at FIR's Italian factory was declared as Italy (hereinafter "Country of Origin Violation"). Since the investigation related to the commission (hereinafter "External Prior Investigation") took time to obtain clearance under the European General Data Protection Regulation and conduct forensic investigations, the report on the results of the investigation (hereinafter "Preliminary Investigation Report") was submitted to NAHC on March 5, 2025, and NAHC submitted the Preliminary Investigation Report to the Company the following day.
The Company notified the accounting auditor of Country of Origin Violation on March 31, 2025. After reviewing the Preliminary Investigation Report, the Company decided that the Company would conduct an internal investigation (hereinafter "Internal Investigation") into the matters pointed out in the Preliminary Investigation Report but whose details were unclear. On April 14, 2025, the Company established an internal investigation committee (hereinafter "Internal Investigation Committee") to investigate and consider the above matters, and on May 28, 2025, it prepared an investigation report (hereinafter "Internal Investigation Report") describing the results of the investigation at that time.
Upon further review of the Internal Investigation Report, the Company decided to commission an external expert to investigate whether there were any erroneous declarations of country of origin of products manufactured by FIR other than those (oven motors) that were the subject of the External Prior Investigation, among the matters subject to investigation in the Internal Investigation. The Company commissioned this investigation (hereinafter "External Investigation") to an external expert on May 29, 2025, and the expert submitted an investigation report on the External Investigation (hereinafter "Investigation Report") to the Company on June 11, 2025.
The Investigation Report found that the method from December 2023 to present for determining the country of origin (made in Italy) of FIR's oven motors was appropriate, but that the country of origin of motors other than oven motors manufactured by FIR is likely to be determined to be made in China under criteria for determination country of origin in the U.S.. In response, the Company instructed FIR in June 2025 to stop shipping and importing the products to the U.S., except when the country of origin of the products is declared as China, and to disclose to U.S. customs authorities the erroneous country of origin declarations.
After reviewing the Investigation Report prepared by the external experts, the Internal Investigation Committee has decided, based on the external experts opinions on the Investigation Report, that it is necessary to conduct further investigations (hereinafter "Additional Internal Investigation") with the assistance of external experts to examine: (i) whether there are any similar events occurring outside of FIR with respect to the events that occurred at FIR, and whether and to what extent the events have had an impact on the consolidated financial statements; (ii) the assessment of the parties involved in the Country of Origin Violation; and (iii) the impact on internal controls.
5. Reasons for an extension of the submission deadline
As stated in 4 above, the Company has determined that the Additional Internal Investigation etc. is necessary to investigate whether there are any similar events other than FIR with respect to the events that occurred at FIR. Until this Additional Internal Investigation etc. is completed, the consolidated financial statements for the fiscal year ended March 2025 cannot be finalized, and the audit by the accounting auditor of the consolidated financial statements is not expected to be completed. Due to the breadth of the scope of the investigation, the Company expects that this Additional Internal Investigation will take a considerable amount of time to complete. Therefore, the Company has determined that it will be difficult to submit the securities report for the 52nd fiscal year by the deadline set by law, and that the Company applies for a deadline extension regarding the submission of the securities report.
6. Future outlook
When the Company submits the application for the deadline extension of securities report, the Company will promptly disclose it.