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Nissan and Honda signs MOU

Nissan Motor Co., Ltd. ("Nissan") and Honda Motor Co., Ltd. ("Honda") have signed a memorandum of understanding (MOU) to start discussions and considerations toward a business integration between the two companies through the establishment of a joint holding company.

The MOU between Nissan and Honda announced today is aimed to serve as an option to maintain global competitiveness and for the two companies to continue to deliver more attractive products and services to customers worldwide.

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Marking the announcement, Nissan Director, President, CEO and Representative Executive Officer Makoto Uchida said: "Today marks a pivotal moment as we begin discussions on business integration that has the potential to shape our future. If realised, I believe that by uniting the strengths of both companies, we can deliver unparalleled value to customers worldwide who appreciate our respective brands. Together, we can create a unique way for them to enjoy cars that neither company could achieve alone."

Honda Director and Representative Executive Officer Toshihiro Mibe said: "Creation of new mobility value by bringing together the resources including knowledge, talents, and technologies that Honda and Nissan have been developing over the long years is essential to overcome challenging environmental shifts that the auto industry is facing. Honda and Nissan are two companies with distinctive strengths. We are still at the stage of starting our review, and we have not decided on a business integration yet, but in order to find a direction for the possibility of
business integration by the end of January 2025, we strive to be the one and only leading company that creates new mobility value through chemical reaction that can only be driven through synthesis of the two teams."

The expected synergies from the business integration at this time are:
- Scale advantages by standardising vehicle platforms
- Enhancement of development capabilities and cost synergies through the integration of R&D functions
- Optimising manufacturing systems and facilities
- Strengthening competitive advantages across the supply chain through the integration of purchasing functions
- Realising cost synergies through operational efficiency improvements
- Acquisition of scale advantages through integration in sales finance functions
- Establishment of a talent foundation for intelligence and electrification

Schedule for the business integration
Board of directors' resolution - December 23, 2024
Execution of the MOU - December 23, 2024
Execution of a definitive agreement concerning the business integration(including the share transfer plan) - June 2025 (planned)
Extraordinary shareholders' meeting of the companies (resolutions to approve the share transfer) - April 2026 (planned)
Delisting from the TSE End of July - August 2026 (planned)
Effective date of the share transfer - August 2026 (planned)

Share transfer ratio
The share transfer ratio will be determined by the time of concluding the final definitive agreement regarding the business integration. The determination will be based on the results of due diligence, third-party valuations with reference to the average closing prices of each company's shares over a certain period prior to the announcement of the MOU.

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