KYOTO, Japan–(BUSINESS WIRE)–Nidec Corporation (the “Offeror”) hereby announces that (i) at the meeting of the board of directors held on December 26, 2024, it is resolved that the Offeror will acquire the shares of Makino Milling Machine Co., Ltd. (THE “ Target (NYSE:) Company”), which is listed on the Prime Market of the Tokyo Stock Exchange, Inc., in a series of transactions (the “ Transaction (JO:)”) with the aim of making the target company a wholly owned subsidiary of the initiator of the tender offer. The Company has decided to acquire the ordinary shares of the target company (the ” shares of the Target Company”) through a tender offer (the “Tender Offer”) in accordance with the Financial Instruments and Foreign Exchange Act (Act No. 25 of 1948, as (ii) The Offeror announces by hereby that it will submit a letter of intent (see attached) to the target company today, which contains the Offeror’s detailed proposals regarding the Transaction (hereinafter referred to as the “Letter of Intent). ) as follows.
The Tender Offer is subject to the satisfaction of all Conditions Precedent to the Tender Offer (defined in “
The purpose of this press release is to ensure that the contents of the letter of intent are properly understood by the target company and its shareholders, and to provide sufficient time for review to obtain understanding and approval of the target company and its shareholders. shareholders for the Operation.
Prior to submission of the Letter of Intent and publication of this press release, the Offeror has not made any proposals for discussions, etc. with the Target Company regarding the Transaction. This is in accordance with the “Guidelines for Company Takeovers – Improving Company Value and Securing Shareholder Interests” (the “Guidelines for Company Takeovers”) published by the Ministry of Economy, of Commerce and Industry on August 31, 2023. In light of the fact that the “Principle of shareholder intent” and the “Principle of transparency” are required for acquisitions of management control of companies listed in general in the guidelines for company buyouts, we will provide useful information to shareholders to make their decisions through a transparent process from the proposal phase of this Transaction, informing all shareholders of the Target Company of the situation and by providing them with the information necessary for the management of the Target Company to make a decision. decision. The Public Offeror intends to encourage the shareholders of the Target Company to receive appropriate and positive information from the Public Offeror and the Target Company, thereby ensuring that the shareholders of the Target Company are able to make the right choice regarding the merits of the Transaction and the terms and conditions of the Transaction.
As described in “(2) Background, objective and decision-making process of the tender offer, and management policy after the tender offer” in “2. Purpose, etc. of the public purchase offer, etc. in the full version of this press In this release, we understand the strength of the target company as a major machine tool manufacturer and believe that through the transaction, we will be able to build a relationship together to become “the first global complete machine tool manufacturer”, and we sincerely offer the transaction. .
1. Overview of the tender offer
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Tenderer |
Nidec Company | |
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Target of the public purchase offer |
Makino Milling Machine Co., Ltd. | |
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Type of stock certificates, etc. to bring, etc. |
Ordinary shares | |
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Tender offer price, etc. |
11,000 yen per share (the “Tender Offer Price”) (See “Tender Offer Price” below)
The price of the tender offer is based on the closing price of the shares of the target company on the TSE Prime Market on December 26, 2024 (the base date), being the business day immediately preceding the announcement of the commencement expected of the public purchase offer, and the simple averages of the closing prices (rounded to the nearest integer for 1 month, 3 months and 6 months preceding this date. The same applies below for the simple average of closing price.) The following premiums (rounded to two decimal places) are added to this amount. – 41.94% of the closing price of 7,750 yen on the base date – 54.67% of the simple 1-month average closing price of 7,112 yen – 67.89% of the 3-month simple average closing price of 6,552 yen – 74.24% of the 6-month simple average closing price of 6,313 yen |
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Number of shares to buy |
– Upper limit: None | |
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(Note 1) |
The minimum number of shares to be purchased is calculated based on the total number of issued shares of the Target Company as of November 30, 2024 (24,893,841 shares), which is indicated in the progress report of the Target Company. purchase of own shares submitted by the Target Company. Company on December 10, 2024 (the “Target Company Status Report on the Purchase of Own Shares”). The number of shares (11,694,400 shares) (Holding percentage (Note 2): 50.00%) is calculated by multiplying the number of voting rights (116,944 units), which represents the majority of the number of voting rights vote (233,887 units), by the number of shares constituting a unit (100 shares) of the Target Company. The minimum number of shares to purchase may be adjusted according to the total number of shares issued and the number of own shares of the Target Company at the start of the Public Offer. |
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(Note 2) |
The “Shareholder Ratio” is the ratio (rounded to two decimal places) of the number of shares (23,388,772 shares) obtained by subtracting the number of treasury shares (1,505,069 shares) held by the Target Company as of November 30 2024, as indicated in the target company’s report on the status of the purchase of own shares, on the total number of shares issued (24,893,841 shares). The same goes afterwards. |
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Start of public purchase offer |
The Public Offeror intends to (i) from today until the commencement of the Tender Offer, provide to the target company’s board of directors and any special committee that should be established by the Target Company in the future (the “Target Company Special Committee”) with a good faith explanation to obtain its support for the Tender Offer. In addition, if the board of directors of the target company and the special committee of the target company request the target company to provide any additional information reasonably considered necessary to form an opinion on the tender offer, in plus the information indicated in this letter of intent. , the Offeror will respond sincerely to this request. The Public Offeror (ii) intends to provide a sufficient review period to obtain the understanding and approval of the Target Company and its shareholders for the Transaction, and has determined that a period of two months or more is desirable as such period. The Offeror has also taken into account the planned completion date (early April 2025) of the Procedures for obtaining the necessary authorizations, etc. (defined below in the “Conditions Precedent to the Tender Offer”) and assumes that the Tender Offer will be launched on April 4. , 2025. Details of the timetable for the Tender Offer will be announced as soon as they are determined. Even if the target company’s board of directors and the target company’s special committee do not approve the tender offer, the offeror plans to launch the tender offer as planned if all conditions prerequisites for the public purchase offer are met or waived by the public offeror. . | |
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Public tender offer period |
31 working days. However, during the tender offer period (the “Tender Offer Period”), the share certificates and other securities tendered as part of the tender offer (the “shares tendered”) will be purchased by the initiator of the public purchase offer. However, if the total number of shares tendered during the public offering period reaches the minimum number of share certificates, etc. to purchase, the initiator of the offer will promptly notify the relevant shareholder and extend the public offer period to secure 10 deals. business days from the business day following such announcement date (however, if the total number of tendered shares reaches the minimum number of shares to be purchased within 21 business days from the public offering start date purchase, the initiator of the public purchase offer must not extend the Public Offer Period because it has obtained 10 working days from the working day following the date of the announcement to this effect until last day of the Public Offer Period). For more details, please refer to |
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Tender Offer Agent |
Mita Securities Co., Ltd.
Monex, Inc. (sub-agent) |
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Full version of this press release and letter of intent on management integration to maximize business value
https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01e.pdf
View source version on businesswire.com: https://www.businesswire.com/news/home/20241227733125/en/
Teruaki Urago
General manager
Investor Relations
+81-75-935-6140
ir@nidec.com
Source: Nidec Company
