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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Nippon Piston Ring Kabushiki Kaisha

NIPPON PISTON RING CO., LTD.

NIPPON PISTON RING CO., LTD.

NIPPON PISTON RING CO., LTD.

5-12-10, Honmachi-Higashi, Chuo-ku, Saitama City, Saitama 338-8503, Japan

Riken Corporation Attn: Tenya Mitsuboshi

8-1, Sanbancho, Chiyoda-ku, Tokyo 102-8202, Japan 

(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

PART I – INFORMATION SENT TO SECURITY HOLDERS

Item 1.  Home Jurisdiction Documents

The required legend is prominently included in the document(s) referred to in Item 1.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

PART III – CONSENT TO SERVICE OF PROCESS

NIPPON PISTON RING CO., LTD. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated July 28, 2022.

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The transactions pursuant to the joint share transfer described in this press release involve securities of a Japanese company. The joint share transfer is subject to disclosure requirements of Japan that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than under the joint share transfer, such as in the open market or through privately negotiated purchases.

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. NPR and Riken assume no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Conclusion of a Memorandum of Understanding concerning Consolidation

through the establishment of a joint holding company (stock transfer)

between Nippon Piston Ring Co., Ltd. and Riken Corporation

Nippon Piston Ring Co., Ltd. (NPR) and Riken Corporation (Riken) have reached a basic agreement to establish a joint holding company formed by means of mutual stock transfer and to consolidate the two companies on equal terms (hereinafter the “Consolidation”). Today we are pleased to inform you that the Boards of Directors of the two companies have resolved to conclude a Memorandum of Understanding concerning Consolidation and entered into the agreement as follows.

1. Purpose of the Consolidation, etc.

Since its establishment in 1934, NPR has contributed to the development of motorization worldwide through the provision of high-performance, high-quality piston rings, valve seat inserts, camshafts, and other parts primarily for use in internal combustion engines, and manufactured using its own original techniques and technologies.

Riken was established in 1927 in order to commercialize the research of RIKEN (the Institute of Physical and Chemical Research), and has contributed to the development of the global automotive industry for over 90 years through its continued study of surface treatment, processing, and materials technologies for piston rings (the company’s primary focus) and other parts.

The automotive industry is undergoing a remarkable transformation that is said to occur only once every 100 years, and the market for engine parts is becoming clearly stricter. However, although environmental issues are attracting attention around the world, for the time being, the internal combustion engine will remain the primary form of power train and both companies believe that it is our mission to develop eco-friendly engine parts. At the same time, we believe it is necessary to think outside of the realm of internal combustion related parts and increase investment in SDGs, ESG, decarbonization, and other new areas in line with global trends.

As the first step in our development for the future, the two companies have realized that we need to utilize the brands we have nurtured over the years and harness our integrated governance to promote management resource allocation, to cultivate future core businesses, and more. This will make it possible to achieve major synergy as we accelerate our efforts to achieve decarbonization, and thereby allow us to evolve into a completely new business entity capable of achieving sustainable growth and increasing corporate value. Having recognized this shared potential, the two companies are convinced that the Consolidation is the best choice for the shareholders, employees, and all other stakeholders connected to both companies, and today we have concluded an agreement to start the discussions and investigations needed to achieve the Consolidation.

(2) Purpose of the Consolidation and expected synergistic effects

The Consolidation will allow the two companies to focus on increasing the profitability of our existing core business of automobile engine parts by integrating and effectively utilizing the management resources of both companies to achieve the desired synergistic effects as detailed below. In addition, the two companies will work to accelerate efforts in the fields of marine vessels, hydrogen, new energy projects, thermal engineering, electromagnetic compatibility projects, metal powder injection molded parts, medical equipment, axial gap motors, and other fields that will form our future core businesses and create new value. The goal is to improve corporate value and evolve into a complete new company that will lead the world in the manufacture of functional parts and key components that harness the techniques and technologies developed by both companies.

Assuming that the Consolidation is approved at each company’s General Meeting of Shareholders and the necessary approval of relevant authorities is received, the two companies plan to engage in a joint share transfer (hereinafter the “Share Transfer”) to establish a joint holding company that will wholly and completely own both companies, with the Consolidation then bringing the two companies together as a single, wholly-owned subsidiary of the joint holding company.

(Note) The above schedule is tentative and may change due to various reasons during the Consolidation process, but only after consultation and agreement by both companies. In addition, an announcement will be promptly made if over the course of moving forward with the procedures and discussions pertaining to the Consolidation there arise reasons to delay the Consolidation process, e.g. during notifications to relevant authorities such as the Japan Fair Trade Commission, or if there arise any other difficulties that could require changes to how the Consolidation takes place or cancellation of the Consolidation itself.

(3) Matters concerning the listing of the joint holding company

An application for initial listing (technical listing) on the TSE Prime Market is planned in order to offer shares in the newly-established joint holding company. That listing is scheduled to take place on April 3, 2023, the date of registration for the establishment of the joint holding company.

In addition, the Share Transfer will result in the two companies becoming a single wholly-owned subsidiary of the joint holding company, and therefore the companies are scheduled to be delisted on March 30, 2023, due to the listing of the joint holding company. However, if the listing of shares in the joint holding company is approved, shareholders of both companies will continue to be able to trade the shares of the joint holding company (delivered at the time of the Share Transfer) on the TSE.

NPR’s common shares are currently listed on the Prime Market of the Tokyo Stock Exchange, but NPR does not meet the criteria for “market capitalization of tradable shares” of the criteria for maintaining listing on the Prime Market, and therefore, on November 29, 2021, it submitted a “Plan for Compliance with the Criteria for Maintaining Listing in the New Market Classification” (hereinafter “the Plan”) to the Tokyo Stock Exchange, which was approved by the Tokyo Stock Exchange as a transitional measure. The “total market capitalization of tradable shares” of the joint holding company scheduled for initial listing is assumed to meet the above criteria at this time, and accordingly, the Company will reserve this plan subject to approval by the Tokyo Stock Exchange of the above application for a technical listing, while continuing its efforts to enhance its corporate value in accordance with the intent of the plan.

The stock transfer ratio will be determined by the time the final contract for the Consolidation is concluded in accordance with the results of the scheduled due diligence, share transfer ratio calculation conducted by third-party institutions, etc.

The two companies will establish a Consolidation Preparation Committee which will focus on discussions related to the Consolidation to facilitate the smooth conclusion of the Consolidation.

(6) Future integration of the two companies after becoming a single wholly-owned subsidiary of the joint holding company through the Share Transfer

Operations at the two companies will continue after they become a wholly-owned subsidiary of the joint holding company, with rational organizational restructuring to be undertaken within 3 years of the establishment of the joint holding company, and discussions regarding those efforts to be conducted by the Consolidation Preparation Committee. However, the timing and details of any such organizational restructuring are subject to change due to future changes in the business environment.

3. Overview of the joint holding company

The company will be governed through an audit and supervisory committee structure.

There will be two Representative Directors: one holding the position of CEO and the other COO. The President of Riken will assume the position of CEO, and the President of NPR will assume the position of COO.

The composition of the remaining seats on the Board of Directors will be organized as follows. There will be 13 directors, including representative and outside directors. At least one-third of those are planned to be outside directors, with the appropriate overall composition determined through the use of skill matrices and other corporate governance measures to ensure increased corporate value.

4. Overview of the companies involved in the Share Transfer (information valid as of March 31, 2022)

Development Bank of Japan Inc.

Sumitomo Mitsui Trust Bank, Limited

- The Master Trust Bank of Japan, Ltd. (Trust Account) 11.25%

- Custody Bank of Japan, Ltd. (Trust Account) 4.15%

- The Nomura Trust and Banking Co., Ltd. (Nippon Piston Ring Employee Shareholding Association Trust Account) 3.39%

- Tokio Marine & Nichido Fire Insurance Co., Ltd. 3.34%

- Asahi Mutual Life Insurance Company 3.24%

- Nippon Piston Ring Employee Shareholding Association 3.13%

- Nippon Piston Ring Business Partners Shareholding Association 2.10%

- Mitsubishi UFJ Trust and Banking Corporation 1.85%

- The Master Trust Bank of Japan, Ltd. (Trust Account) 11.63%

- Custody Bank of Japan, Ltd. (Trust Account) 4.54% - Nippon Life Insurance Company 4.29%

- Sumitomo Mitsui Trust Bank, Limited 2.62%

- DFA International Small Cap Value Portfolio 1.82%

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