Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

RISK FACTORS

In addition to the other information included into this prospectus, including the matters addressed under the caption “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the matters described below in evaluating the matters described in this prospectus with respect to the share exchange.

Risks Related to the Share Exchange

The exchange ratio is fixed and will not be adjusted to reflect changes in the market values of Minebea and MITSUMI common stock. As a result, the value of Minebea common stock you receive in the share exchange may be less than the value of your shares when you vote on the share exchange agreement.

Upon the effectiveness of the share exchange, each share of MITSUMI common stock will be exchanged for 0.59 shares of Minebea common stock. The ratio at which MITSUMI common stock will be exchanged for Minebea common stock is fixed and, unless the business integration agreement and the share exchange agreement are amended, will not be adjusted for changes in the market prices of either company’s common stock. Therefore, even if the relative market values of Minebea or MITSUMI common stock change, there will be no change in the number of shares of Minebea common stock that shareholders of MITSUMI will receive in the share exchange.

The value that holders of MITSUMI common stock will receive in the share exchange depends on the market price of Minebea common stock at the effective date of the share exchange; any change in the price of Minebea’s common stock prior to the effective date of the share exchange will affect the value that holders of MITSUMI common stock will receive in the share exchange. The value of the Minebea common stock to be received in the share exchange (which will occur one month after the extraordinary general meeting of shareholders) may be higher or lower than the indicative value as of the date of this prospectus or as of the date of the extraordinary general meeting of shareholders, depending on the then prevailing market prices of Minebea common stock.

The share prices of Minebea and MITSUMI common stock are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Stock price changes may result from a variety of factors that are beyond the control of Minebea and MITSUMI, including actual changes in, or investor perception of, Minebea’s and MITSUMI’s businesses, operations and prospects. Regulatory developments, as well as current or potential legal proceedings, and changes in general market and economic conditions may also affect the prices of Minebea and MITSUMI common stock.

The share exchange is subject to regulatory approvals and various conditions set forth in the share exchange agreement and, even though it may be approved by the shareholders of MITSUMI, the share exchange nonetheless may not be completed as scheduled, or at all.

Under the share exchange agreement, the respective obligations of Minebea and MITSUMI to complete the share exchange are subject to a number of specified conditions, including obtaining or satisfying all regulatory approvals, permits, consents and requirements necessary for the effectiveness of the share exchange. Regulatory authorities in Japan or elsewhere may seek to block or delay the share exchange, or may impose conditions that reduce the anticipated benefits of the share exchange or make it difficult to complete as planned and shareholder approval of the share exchange agreement will be subject to fulfillment of such conditions, if any. If all necessary regulatory approvals, permits, consents and requirements are not satisfied, even if the share exchange agreement is approved at MITSUMI’s extraordinary general meeting of shareholders, there is no assurance that the share exchange will ultimately be completed as scheduled, or at all.

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MINEBEA MITSUMI may fail to realize the anticipated benefits of the share exchange due to the challenges of integrating the operations of Minebea and MITSUMI.

The success of the share exchange will depend, in part, on MINEBEA MITSUMI’s ability to realize the anticipated growth opportunities and cost savings from combining the businesses of Minebea and MITSUMI. MINEBEA MITSUMI’s ability to realize these anticipated benefits will depend in part on the extent to which MINEBEA MITSUMI can successfully implement and manage the business integration of Minebea and MITSUMI, including the following:

If MINEBEA MITSUMI is not able to successfully manage the integration process, take advantage of the anticipated synergies and create an integrated business, the anticipated benefits of the share exchange and subsequent integration may not be realized fully or at all or may take longer to realize than expected.

Significant costs will be incurred in the course of the share exchange and in the subsequent integration of the business operations of the two companies.

Minebea and MITSUMI expect to incur significant costs related to the share exchange and in the subsequent integration of the business operations of the two companies. These transaction-related expenses include financial advisory, consulting, legal and accounting fees and expenses, filing fees, printing expenses and other related charges. Some or all of these costs are payable by Minebea and MITSUMI whether or not the share exchange is completed.

In addition to transaction-related expenses, MINEBEA MITSUMI may also incur significant indirect costs while integrating and combining the businesses of Minebea and MITSUMI, including reallocating and integrating resources and operations. Moreover, MINEBEA MITSUMI may also incur significant opportunity costs in the form of substantial disruption to its business and distraction of its management and employees from day-to-day operations.

Additional significant costs may be incurred in connection with any shareholder litigation or appraisal claims in compensating dissenting shareholders of Minebea or MITSUMI who exercise their appraisal rights.

Uncertainties associated with the share exchange may damage MINEBEA MITSUMI’s relationships with customers, suppliers and business partners of Minebea and MITSUMI.

Current customers, suppliers and business partners of Minebea or MITSUMI may, in response to the announcement of the share exchange or to subsequent steps taken to integrate the businesses of Minebea and MITSUMI, delay or defer decisions concerning their relationships with Minebea or MITSUMI because of uncertainties related to the share exchange, including the absence of certainty that the share exchange will be completed. The loss of such customers, suppliers and business partners may have a material adverse effect on MINEBEA MITSUMI’s business and results of operations.

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Negative media coverage of the share exchange, as well as statements by parties with competing interests, could have a materially adverse effect on MINEBEA MITSUMI’s reputation, business and results of operations.

The share exchange of Minebea and MITSUMI is being covered by both Japanese and foreign media. Some of this coverage may be negative and pertains to a wide range of matters relating to the share exchange. Negative media coverage about the share exchange, regardless of its veracity, may affect investor sentiment and could have a material adverse effect on the stock price of MINEBEA MITSUMI. The resulting reputational harm from such negative media coverage relating to the share exchange may also affect consumer perception, negatively affecting the business and results of operations of MINEBEA MITSUMI. MINEBEA MITSUMI, as well as Minebea and MITSUMI, may also be forced to devote considerable resources to address the impact of such media coverage relating to the share exchange.

In connection with the effectiveness of the share exchange, it will not be possible to trade shares of MITSUMI common stock during certain periods.

In connection with the share exchange, MITSUMI shares will be delisted from the Tokyo Stock Exchange. Under the current schedule and assuming the share exchange is completed, the last day of trading in shares of MITSUMI is expected to be four trading days prior to the effective date of the share exchange and the delisting of those shares is expected to be three trading days prior to the effective date of the share exchange. Holders of MITSUMI shares who will receive shares in the share exchange are expected to be able to sell them beginning on January 27, 2017. As a result, holders of MITSUMI shares will not be able to trade their shares, or the Minebea shares they will be entitled to receive when the share exchange is completed, during the period between the delisting of MITSUMI shares and the effective date of the share exchange. Accordingly, these holders will be subject to the risk of not being able to liquidate their shares, including during a falling market.

MITSUMI shareholders will have a reduced ownership and voting interest in MINEBEA MITSUMI and will therefore have less influence over the management of MINEBEA MITSUMI.

After the effectiveness of the share exchange, MITSUMI’s shareholders will own a significantly smaller percentage of Minebea, which will be renamed to MINEBEA MITSUMI after the consummation of the share exchange, than they currently own in MITSUMI. Following effectiveness of the share exchange, MITSUMI’s shareholders will own approximately 11.3% of MINEBEA MITSUMI. Consequently, MITSUMI’s shareholders will have less influence over the management and policies of MINEBEA MITSUMI than they currently have in MITSUMI.

The fairness opinion obtained by MITSUMI is based primarily on financial information prepared under Japanese GAAP and, accordingly, U.S. investors should not place undue reliance on such fairness opinion.

The financial analyses and fairness opinion of MITSUMI’s financial advisor, Daiwa Securities Co. Ltd., is based primarily upon financial information of MITSUMI prepared in accordance with Japanese GAAP. The accounting treatment of some items and transactions differ significantly between Japanese GAAP and IFRS. Accordingly, the financial analyses and fairness opinion of MITSUMI’s financial advisor may differ from any analyses and opinions that would have been produced if the advisor had relied primarily on the IFRS financial statements included in this prospectus. U.S. investors should be aware of the differences between Japanese GAAP and IFRS when reviewing the financial analyses and fairness opinion of MITSUMI’s financial advisor contained elsewhere in this prospectus.

The fairness opinion that MITSUMI has obtained from its financial advisor is based on assumptions as of a certain date, and may not be valid as of a later date.

MITSUMI has not obtained from its financial advisor, Daiwa Securities Co. Ltd., an updated fairness opinion as of the date of this prospectus. The fairness opinion was provided by the financial advisor as of

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March 30, 2016 and does not speak as of any date other than the date of the opinion and is subject to various assumptions and qualifications. Changes in the operations and prospects of Minebea and MITSUMI, general market and economic conditions and other factors that may be beyond the control of Minebea and MITSUMI, and on which the fairness opinion was based, may have altered the value of Minebea and MITSUMI, or the market price of Minebea and MITSUMI common stock as of the date of this prospectus, or may alter such values and prices by the time the share exchange is completed. You are encouraged to read the fairness opinion, which is included elsewhere in this prospectus, in its entirety.

A successful legal challenge to the validity of the share exchange following its completion may invalidate the shares of Minebea issued in the share exchange.

Until six months after the effective date of the share exchange, any of Minebea’s or MITSUMI’s shareholders, directors, audit & supervisory board members or liquidators as of the effective date of the share exchange may bring a court action to nullify the share exchange. MINEBEA MITSUMI’s or Minebea’s shareholders, directors, audit & supervisory board members, liquidators, bankruptcy trustees or creditors who did not approve the share exchange may also bring a court action to nullify the share exchange until six months after the effective date of the share exchange. A court may nullify the share exchange if it finds that a material procedural defect occurred in connection with the share exchange. If any court action challenging the validity of the share exchange is brought, the price or liquidity of MINEBEA MITSUMI’s shares may be adversely affected, regardless of the merits of the claim. Moreover, if such a court action is successful and a court enters a final and binding judgment, the share exchange would be nullified and the Minebea shares issued in the exchange would be invalidated.

The U.S. federal income tax consequences to U.S. Holders of the share exchange are not certain.

The share exchange has not been structured to achieve a particular treatment for U.S. federal income tax purposes, and Minebea and MITSUMI have no obligation to structure the share exchange in a manner that is tax-free to U.S. Holders. It is the opinion of Shearman & Sterling LLP, U.S. tax counsel to Minebea, that as the share exchange is structured, it is more likely than not that the share exchange will qualify as a tax-deferred reorganization under the provisions of Section 368(a) of the Code. However, qualification of the share exchange as a reorganization depends on the resolution of issues and facts that will not be known until or after the date of the share exchange. If the share exchange does not qualify as a tax-deferred reorganization for U.S. federal income tax purposes, the exchange by U.S. Holders of shares of MITSUMI common stock for shares of Minebea common stock will be treated as a taxable exchange for U.S. federal income tax purposes. See “Taxation—U.S. Federal Income Tax Consequences,” which is the opinion of Shearman & Sterling LLP, U.S. tax counsel to Minebea, for further discussion regarding the anticipated U.S. federal income tax consequences to U.S. Holders of the share exchange.

Risks Relating to MINEBEA MITSUMI’s Business

Deterioration in demand in industries such as the office automation and information technology, personal computers and related products, automobile, aerospace and home appliances industries may adversely affect MINEBEA MITSUMI.

MINEBEA MITSUMI will conduct business not only in Japan but also around the world, and many of its customers will be in the office automation and information technology, personal computers and related products, automobile, aerospace or home appliances industries. Demand for MINEBEA MITSUMI’s products may be negatively impacted by deterioration in demand for products in such industries, which may occur for various reasons, including weakening in the Japanese or global economy. In particular, sales of products that are incorporated into the products of a leading smartphone manufacturer constitute a significant portion of MINEBEA MITSUMI’s sales. To the extent such manufacturer experiences a decline in the demand of its products due to economic downturns or otherwise, MINEBEA MITSUMI’s business, results of operations,

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financial condition and cash flows could be adversely affected. More generally, the demand for high-value-added consumer products that use MINEBEA MITSUMI’s components may be adversely affected by macroeconomic factors worldwide, such as the recent slowdown in the Chinese market; to the extent consumers and businesses postpone spending given slower income growth, financial market volatility and other factors, the demand for the components that MINEBEA MITSUMI manufactures for such products may similarly decline.

In addition, some of MINEBEA MITSUMI’s products are used in end products, such as smartphones, other personal handheld devices and amusement (game) equipment, that are subject to discretionary spending. The demand for such products is expected to be more volatile than the change in general consumption levels in the markets where MINEBEA MITSUMI will conduct business.

MINEBEA MITSUMI’s business will be subject to foreign currency exchange rate fluctuations.

MINEBEA MITSUMI will manufacture and sell a substantial portion of its products in countries outside of Japan, exposing it to fluctuations in foreign currency exchange rates. For example, because a significant portion of its products will be manufactured overseas, much of its expenses will be denominated in currencies other than Japanese yen, in particular U.S. dollars, Thai baht and Chinese renminbi. Similarly, as the majority of its sales will be outside of Japan, the majority of its revenues will be denominated in a foreign currency, particularly U.S. dollars; recently, the proportion of revenues in U.S. dollars has been greater than the proportion of costs in U.S. dollars. As a result, the depreciation of the U.S. dollar against the Thai baht or Chinese renminbi will generally reduce MINEBEA MITSUMI’s sales and profits. In addition, as Japanese yen will be the reporting currency for MINEBEA MITSUMI’s financial statements, the appreciation of the Japanese yen against foreign currencies will reduce such foreign-currency-denominated sales and profits in terms of Japanese yen. Furthermore, foreign exchange rate fluctuations may have a material effect on the Japanese yen-translated value of the assets, liabilities of consolidated foreign subsidiaries and associates whose functional currencies are not Japanese yen. MINEBEA MITSUMI may not be able to react swiftly to rapid and significant fluctuations in foreign currency exchange rates, especially in countries where MINEBEA MITSUMI will manufacture its products. Consequently, foreign currency exchange rate fluctuations could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

MINEBEA MITSUMI expects to enter into foreign currency exchange forwards to hedge its foreign currency exchange rate risk for manufacturing costs. However, MINEBEA MITSUMI may not cover the entire exposure to currency exchange rate volatility, and the coverage will vary over time. As a result, fluctuating currency exchange rates may adversely affect its financial results to the extent it has unhedged positions.

The research and development activities of MINEBEA MITSUMI or its customers may not result in the desired outcome.

MINEBEA MITSUMI will need to engage in continuous research and development activities, including those related to basic technologies, new products, product improvements and manufacturing processes, in order to provide new and high-quality products and to meet its customers’ needs effectively. In recent years, certain products, especially those related to digital equipment, have undergone rapid and significant technological innovation and changes in consumer preferences. This has led to development of new technology, adoption of new processes, emergence of new products and rise of competitors, all of which has accelerated obsolescence and price reduction of products. As a result, MINEBEA MITSUMI’s success will depend greatly upon its ability to identify customers’ needs and to continue to develop effectively and in a timely manner superior technologies, products and processes that meet them, so that customers continue to choose its products over others—for example, in the case of smartphones and tablets, MINEBEA MITSUMI’s LED backlights over organic light emitting diodes—or so that MINEBEA MITSUMI can produce new products that are attractive to its customers. MINEBEA MITSUMI’s research and development activities, however, may not result in the anticipated outcome despite requiring significant expenditures due to, for example, the inability to accurately anticipate the direction of the market and to conduct research and development in an effective or timely manner.

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In addition, a portion of MINEBEA MITSUMI’s products are customized to meet specific customer performance requirements. Any future failure to design, manufacture and deliver customized products that meet customer performance requirements could damage MINEBEA MITSUMI’s relationship with such customers, harm its reputation and negatively affect its market share, as well as impede the business development of these new products and the expansion of the products’ markets.

Furthermore, a customer might fail to successfully develop, commercialize or sell products that incorporate in them MINEBEA MITSUMI’s products. The failure to do so would negatively impact the demand for the MINEBEA MITSUMI products that were to be used in such customer products. Where such failure relates to MINEBEA MITSUMI products that were customized for a customer, the customer’s failure to develop, commercialize or sell the products into which MINEBEA MITSUMI’s products are incorporated would make it difficult for MINEBEA MITSUMI to recoup the relevant development costs.

As a result, if MINEBEA MITSUMI or its customers are unsuccessful in its research and development activities or are unable to manufacture and deliver satisfactory customized products in a timely manner, MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows could be adversely affected.

MINEBEA MITSUMI will be subject to intense competition.

MINEBEA MITSUMI will face intense competition in the global market for its products. Especially in markets where demand for inexpensive products is dominant, such as emerging markets, MINEBEA MITSUMI may not be able to maintain or expand its market share, nor be able to maintain or enhance its margins, due to the prevalence of inexpensive foreign products and intense price competition due to demands from customers for lower prices. Furthermore, many of MINEBEA MITSUMI’s competitors may have greater financial, research and development, manufacturing, sales, marketing and service capabilities. The failure by MINEBEA MITSUMI to compete effectively against its competitors could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

The increase in price of raw materials and parts, in transportation costs and in other costs relating to MINEBEA MITSUMI’s manufacturing activities could adversely affect MINEBEA MITSUMI’s business and results of operations.

Any increase in prices of raw materials and parts, as a result of rise in energy prices or otherwise, will lead to increased cost of production. Increase in prices relating to securing a stable and cost-effective supply chain, including costs of transport, and in costs relating to manufacturing, such as labor, particularly in countries like Thailand, the United States, the Philippines, China and Cambodia where MINEBEA MITSUMI’s production bases will be located, will also result in increased expenses. MINEBEA MITSUMI may not be able to pass on such increased expenses to its customers in the form of increases in the price of its products, which could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

A substantial portion of MINEBEA MITSUMI’s manufacturing activities will be conducted outside Japan, exposing MINEBEA MITSUMI to the risks of international operations.

A substantial portion of MINEBEA MITSUMI’s manufacturing activities will be conducted outside Japan, including Thailand, China, Singapore and Cambodia. MINEBEA MITSUMI will face a variety of potential risks in international manufacturing activities such as economic downturns in foreign markets, political and social instability resulting from terrorism, outbreaks of disease, war and other similar events, insufficient protection or enforcement of intellectual property rights and other legal rights and unexpected and unfavorable changes in laws and regulations, including custom duties, trade restrictions and tax treatment, as well as difficulties in securing human resources and managing labor relations at its international locations. Such development and events in the countries where MINEBEA MITSUMI will conduct its manufacturing could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

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MINEBEA MITSUMI may make acquisitions and enter into business alliances that fail to achieve their intended benefits.

MINEBEA MITSUMI intends to actively undertake acquisitions and business alliances, which success will constitute a key factor in achieving its business strategy and growth. However, such acquisitions may not generate the operational and financial returns MINEBEA MITSUMI anticipates due to, for example, a failure to integrate the acquired businesses’ operations, products and personnel, to retain key personnel of the acquired businesses, to extend financial and management controls and compliance systems and procedures to acquired businesses or for the expected demand or new business opportunities to develop. Moreover, MINEBEA MITSUMI’s relationship with any alliance partners may not be maintained due to, for example, disagreement on strategy or inconsistent economic, business or legal interests or goals. In addition, due to the deterioration of financial condition of an alliance partner or other reasons, MINEBEA MITSUMI may be required to financially support it, either contractually or in an attempt to preserve the benefits of the alliance. Any difficulties with integrating acquisitions or maintaining a business alliance may also cause disruptions to MINEBEA MITSUMI’s business, distract its management and employees from day-to-day operations or other potentially rewarding business opportunities.

When MINEBEA MITSUMI acquires a business, a substantial portion of the purchase price of the acquisition is generally allocated to goodwill and other identifiable intangible assets. The amount of the purchase price that is allocated to goodwill and other intangible assets is determined by the excess of the fair value of purchase price and any controlling interest over the net identifiable tangible assets acquired. MINEBEA MITSUMI’s management performs impairment assessments annually, and under current accounting standards, if MINEBEA MITSUMI determines that goodwill or intangible assets are impaired, it will be required to write down the value of such assets and recognize corresponding impairment charges. As MINEBEA MITSUMI implements its growth strategy through acquisitions, goodwill and intangible assets may comprise an increasingly larger percentage of its shareholders’ equity.

Failure to succeed in acquisitions or business alliances and any write-down related to such goodwill and intangible assets could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

Any defect in MINEBEA MITSUMI’s products could result in significant expenses, loss of public confidence or adverse regulatory action or legal claims.

MINEBEA MITSUMI’s products will be used in a wide range of industries, especially for applications that require a high degree of precision, including in end products that affect human health and safety such as automobiles, aircraft and medical devices. Any defect in MINEBEA MITSUMI’s products or non-conformity of its products to customers’ specifications could result in a serious accident, the suspension of its customers’ manufacturing operations, or a product recall, which in turn could result in MINEBEA MITSUMI incurring significant expenses and damage to its reputation, or being subject to adverse regulatory action, significant legal claims or drawn into disputes with its customers. Any such event could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

MINEBEA MITSUMI will be subject to various laws, regulations and standards and may face significant costs in connection with litigation and regulatory actions, particularly relating to antitrust matters.

MINEBEA MITSUMI will be subject to various laws and regulations in connection with its business activities and will be exposed to various legal and regulatory risks, including as a result of actual or interpretational changes in laws, regulations and accounting standards. As MINEBEA MITSUMI expands the range of its products and the geographical scope of its business, it will be exposed to risks that are unique to particular industries, markets or jurisdictions, and its compliance risk management systems and programs may not be fully effective in preventing all violations of applicable laws, regulations and standards. In addition, even if MINEBEA MITSUMI were able to comply with changing laws, regulations and standards, such compliance

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may require substantial financial, administrative and human resources or significant adjustments to its business operations. Violations of laws, regulations and standards, actual or perceived, may also result in litigation, which may be costly to defend or distract management from operations of the business.

For example, MINEBEA MITSUMI may face significant costs relating to antitrust regulatory actions or related civil litigation. In connection with antitrust issues concerning sales of certain small-sized ball bearings, for example, Minebea has been or was recently subject to regulatory actions and legal proceedings in Korea, the U.S. and Canada, including fines in Korea and the United States. See “Business of Minebea—Legal Proceedings.”

Consequently, costs related to compliance with applicable law, regulations and standards, as well as costs relating to litigation and regulatory actions, could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial conditions and cash flows.

MINEBEA MITSUMI’s offices and major facilities, as well as its suppliers and customers, may be adversely affected by disasters.

MINEBEA MITSUMI’s employees or facilities, including its headquarters, plants, sales offices and research and development centers, may suffer from disasters, natural or otherwise, such as earthquakes, typhoons, tsunamis, heavy rains, floods, accidents at nuclear power plants and pandemics. Any such event, over which MINEBEA MITSUMI will have little or no control, could cause a decrease in demand for its products, make it difficult or impossible for MINEBEA MITSUMI to manufacture and deliver products or for its suppliers to deliver raw materials and parts, require large expenditures to repair or replace its offices, facilities or equipment, or create delays and inefficiencies in its supply chain due to adverse impact on the supply of electricity and water as well as traffic and other infrastructure, among other reasons. Consequently, disasters could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

MINEBEA MITSUMI will be subject to various environmental laws and regulations.

MINEBEA MITSUMI will be subject to various environmental laws and regulations in Japan and the other countries where it operates its business that are related to greenhouse gas mitigation, air emissions, wastewater discharges, the handling, disposal and remediation of hazardous substances, wastes and certain chemicals used or generated in its manufacturing process, the health, safety and property preservations of employees and community residents, product recycling, the obligation to investigate and remediate soil and groundwater contamination, labeling or other notifications with respect to the content or other aspects of its processes, products or packaging, restrictions on the use of certain materials in or on design aspects of its products or product packaging and responsibility for disposal of products or product packaging. These laws and regulations may become more stringent or the scope may be broadened in the future due to various factors, including global climate change. With respect to greenhouse gas mitigation in particular, an international emissions trading regime may be created based on the result of the intergovernmental dialogue on global climate change. In addition, environmental laws and regulations can be applied to MINEBEA MITSUMI’s past operations as well as past operations of businesses acquired from other companies even if such operations occurred before acquisition by MINEBEA MITSUMI. Compliance with environmental laws and regulations may be costly or require significant commitment of resources, and any failure to comply with environmental laws and regulations, including as a result of discharge of harmful hazardous substances, could result in fines or remediation compensation, each of which could adversely affect MINEBEA MITSUMI’s business, results of operations, financial condition and cash flows.

Personal or proprietary information may be misappropriated.

In the normal course of business, MINEBEA MITSUMI will possess personal and other proprietary information on its customers and other third parties with whom MINEBEA MITSUMI will do business. It will also store its own confidential information and personal information of its employees. MINEBEA MITSUMI

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may be required to incur significant costs to protect against the threat of security breaches relating to such personal and proprietary data, or address problems caused by such breaches. It may also become subject to claims, litigation or regulatory action if any of such information is misappropriated or compromised due to such events as human or technical error, hardware or software defects, computer viruses, unauthorized access or other illegal conduct. Failure to protect proprietary information could also lead to a loss of its competitive advantage and customer and market confidence in MINEBEA MITSUMI. Each of the above could adversely affect MINEBEA MITSUMI’s business, consolidated results of operations, financial condition and cash flows.

Declines in returns on MINEBEA MITSUMI’s pension or retirement plan assets or revised actuarial assumptions for retirement benefits for its employees may adversely affect its business, financial condition, results of operations and cash flows.

MINEBEA MITSUMI’s pension-related costs and benefit obligations relating to retirement plans for its group employees will be calculated based on assumptions regarding projected returns on pension assets and various actuarial assumptions relating to the plans. If returns on plan assets decrease, if actual results differ from MINEBEA MITSUMI’s assumptions or if MINEBEA MITSUMI revises the discount rates and other assumptions due to changes in the stock markets, interest rate environment or otherwise, MINEBEA MITSUMI’s pension-related costs and projected benefit obligations could increase, which could adversely affect its business, financial condition, results of operations and cash flows.

Recent developments relating to the United Kingdom’s referendum vote in favor of leaving the European Union could adversely affect MINEBEA MITSUMI.

The United Kingdom held a referendum on June 23, 2016 in which a majority voted for the United Kingdom’s withdrawal from the European Union, or Brexit. As a result of this vote, a process of negotiation has begun to determine the terms of Brexit and of the United Kingdom’s relationship with the European Union going forward. The effects of the Brexit vote and the perceptions as to the impact of the withdrawal of the United Kingdom from the European Union may adversely affect business activity and economic and market conditions in the United Kingdom, the Eurozone, and globally and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the pound sterling and the euro. In addition, Brexit could lead to additional political, legal and economic instability in the European Union. Any of these effects of Brexit, and others MINEBEA MITSUMI cannot anticipate, could adversely affect the value of its assets in the United Kingdom, including pension assets of its subsidiary in the United Kingdom, as well as its business, financial condition, results of operations and cash flows.

Risks of Owning MINEBEA MITSUMI Shares

If MINEBEA MITSUMI becomes a holding company, its ability to meet its obligations will depend upon the results of operations from its subsidiaries. MINEBEA MITSUMI’s ability to pay dividends will also be restricted by statutory provisions.

Minebea, which will be renamed MINEBEA MITSUMI, and MITSUMI have announced that they plan to conduct after the effective date of the share exchange a reorganization, including shifting MINEBEA MITSUMI to a holding company structure in which MITSUMI will remain a corporate entity by transferring MINEBEA MITSUMI’s existing business to MITSUMI or MINEBEA MITSUMI’s wholly owned subsidiary to be newly established. If this occurs, MINEBEA MITSUMI will conduct substantially all of its operations through its subsidiaries and will be dependent upon the earnings and cash flows of, and dividends and other distributions from, its subsidiaries to provide funds necessary to meet its obligations. The ability of MINEBEA MITSUMI’s subsidiaries to pay dividends to MINEBEA MITSUMI may be limited by statutory provisions and contractual restrictions. As a result, although MINEBEA MITSUMI’s subsidiaries may have cash, MINEBEA MITSUMI may not be able to access that cash to satisfy its obligations and pay dividends to its stockholders, if any.

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Under the Companies Act of Japan, MINEBEA MITSUMI will not be able to declare or pay dividends unless it meets specified financial criteria on an unconsolidated basis. Generally, MINEBEA MITSUMI will be permitted to pay dividends only if it has certain surplus as calculated based on the aggregate of other capital surplus and other retained earnings on its unconsolidated balance sheet as of the end of the preceding fiscal year as determined in accordance with Japanese GAAP. For details of restrictions on the payment of dividends, see “Description of Minebea Common Stock—Dividends—Restrictions on Dividends.”

In addition, MINEBEA MITSUMI’s right to participate in any distribution of assets of any of its subsidiaries upon the subsidiary’s liquidation or otherwise will be subject to the prior claims of creditors of that subsidiary, except to the extent that any claims by MINEBEA MITSUMI as a creditor of such subsidiary are recognized. As a result, the shares of each subsidiary to be held by MINEBEA MITSUMI will effectively be subordinated to all existing and future liabilities and obligations of that subsidiary.

Japan’s unit share system imposes restrictions on the rights of holders of shares of Minebea common stock that do not constitute a unit, and holders of MINEBEA MITSUMI common stock are expected to be subject to the same restrictions.

Pursuant to the Companies Act of Japan and certain related legislation, the articles of incorporation of Minebea, which will be renamed MINEBEA MITSUMI after the consummation of the share exchange, provide that 100 shares of Minebea common stock constitute one unit. Holders of shares that constitute less than one unit do not have voting rights under the Companies Act of Japan, which imposes other significant restrictions and limitations on such holders. The transferability of such shares is also significantly limited. Under the unit share system, holders of shares constituting less than one unit have the right to require the issuer to purchase their shares. In addition, Minebea’s articles of incorporation provide that a holder of less than one unit of Minebea shares may request that Minebea sell to such holder such amount of shares which will, when added together with the shares constituting less than one unit, constitute one unit of shares, as long as Minebea has treasury stock to sell upon such request. Holders of shares of MINEBEA MITSUMI common stock are expected to be subject to the same or similar restrictions upon effectiveness of the share exchange.

Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions.

The articles of incorporation, share handling regulations and regulations of the board of directors, as well as the Companies Act of Japan, govern the affairs of Minebea, which will be renamed MINEBEA MITSUMI after the consummation of the share exchange. Legal principles relating to such matters as the validity of corporate actions, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from those that would apply if Minebea were a non-Japanese company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions within the United States. You may have more difficulty in asserting your rights as a shareholder than you would as a shareholder of a corporation organized in another jurisdiction.

Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell MINEBEA MITSUMI shares at a particular price on any particular trading day, or at all.

Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each listed stock, based on the previous day’s closing price. Although transactions on a given Japanese stock exchange may continue at the upward or downward price limit, if the price limit is reached on a particular trading day, no transactions on such exchange may take place outside these limits. Consequently, an investor wishing to sell shares on a Japanese stock exchange at a price outside of the relevant daily limit may be unable to complete the sale through that exchange on that particular trading day.

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It may not be possible for investors to effect service of process within the United States upon Minebea’s directors, senior management or audit & supervisory board members, or to enforce against Minebea or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

Minebea is a joint stock company incorporated under the laws of Japan. The substantial majority of Minebea’s directors, senior management and audit & supervisory board members reside outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon these persons. Furthermore, many of the assets of Minebea and these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to enforce, against Minebea or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. Minebea believes that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities laws of the United States.

MINEBEA MITSUMI will likely terminate its registration under the Exchange Act and cease to be an SEC reporting company as soon as practicable in accordance with applicable rules and regulations.

MINEBEA MITSUMI will likely decide to terminate its registration under the Exchange Act as soon as practicable in accordance with the rules that permit the deregistration of eligible foreign private issuers. If MINEBEA MITSUMI terminates its registration, it will no longer be subject to the reporting provisions of the Exchange Act. As a result, U.S. shareholders will have access to less information about MINEBEA MITSUMI and its business, operations and financial performance. If MINEBEA MITSUMI terminates its registration under the Exchange Act, it will cease, among other things, to be subject to the liability provisions of the Exchange Act and the provisions of the Sarbanes-Oxley Act of 2002. If MINEBEA MITSUMI is unable to terminate its registration as currently contemplated, it may incur additional costs in order to maintain compliance with applicable U.S. laws and regulations.

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