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KYOTO, Japan–(BUSINESS WIRE)–Nidec Corporation (“The Tender Offeror”) hereby announces that (i) at a meeting of the Board of Directors held on December 26, 2024, it was resolved that the Tender Offeror will find Specifications of parts of Makino Milling Machine Co., Ltd. The goal (NYSE:) Company”), listed on the Prime Market of the Tokyo Stock Exchange, Inc., as part of a series of transactions (the “ Transaction (JO:)”) in order to make the Target Company a wholly owned subsidiary of the Tenderers. The Company decided to acquire shares of the common stock of the Target Company (“Target Company’s Stock”) by a tender offer (“Tender Offer”) pursuant to the Financial Instruments and Exchange Act (Act 25 of 1948, as amended) shall issue a letter of intent (see attached) to the Target Company today, containing the Tenderer’s detailed information regarding the Transaction (hereinafter referred to as the “Letter of Intent”) as follows.
The Tender is subject to the satisfaction of all Tender Offer Conditions (defined in “
The purpose of this press release is to ensure that the contents of the Letter of Intent are well understood by the Target Company and its shareholders, and to provide sufficient time for consideration to obtain the understanding and approval of the Target Company as well . shareholders for the Transaction.
Prior to the issuance of the Letter of Intent and the publication of this press release, the Tender Offeror has not proposed to discuss it, etc. with the Target Company regarding the Treatment. This is in line with the “Guidelines on Takeovers – Enhancing Business Value and Protecting Shareholders’ Interests” (“Guidelines on Takeovers”) published by the Ministry of Economy, Trade and Industry on 31 August , 2023. According to the fact that “Principle of Shareholder Willingness” and “Principle of Transparency” are required for Acquisition in the management of the companies listed in general in the Guide to Corporate Takeovers, we will provide important information for shareholders to make their decisions in a transparent manner from the stage of the proposal of this Transaction, by to inform all shareholders of the Target Company about this situation. and by providing them with the information necessary for the management of the Target Company to make a decision. The Tender Offeror intends to encourage the shareholders of the Proposed Company to be provided with proper information by the Tender Offeror and the Target Company, thereby ensuring that the Shareholders of the Target Company are able to make an informed decision regarding and Marketing benefits and. terms and conditions of the Transaction.
As described in “(2) Background, Purpose and Decision-Making Process of the Tender Offer, and Management Plan after the Tender Offer” in “2. Purpose, etc. of the Tender Offer Tender, etc. in the full version of this press release, we understand the strength of the Target Company as a manufacturer of large machinery and we believe that through the Transaction, we will be able to build the relationship of being a “machine tool maker of the world” together, and we can firmly propose a Transaction.
1. Tender Submission Schedule
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The tenderer |
Nidec group | |
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Purpose of the Tender Offer |
Makino Milling Machine Co., Ltd. | |
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Nature of Share Certificates, etc. to be issued, etc. |
Common stock | |
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Tender Offer Price, etc. |
11,000 yen per share (“Tender Offer Price”) (See “Tender Offer Price” below)
The Offer Price is based on the closing price of the Target Company’s Stock on the TSE Prime Market on December 26, 2024 (the base date), which is the trading day immediately prior to the announcement of the planned start of the Offer of the Tender, and average closing prices (rounded to the nearest whole number for the previous 1 month, 3 months and 6 months before the date That’s the same after this. The closing price is simple.) The following payments (rounded to two decimal places) are added to such number. – 41.94% of the closing price of 7,750 yen on the base day – 54.67% one month easy closing price of 7,112 yen – 67.89% of the 3rd month easy closing price of 6,552 yen – 74.24% of the 6 month easy closing price of 6,313 yen |
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Number of Shares to be Purchased |
– 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), stated in the status report on the stock price sent by Target. Company on December 10, 2024 (“Target Company Status Report Regarding the Purchase of Private Shares”). The number of shares (11,694,400 shares) (Ownership Percentage (Note 2): 50.00%) is calculated by multiplying the number of voting rights (116,944 units), which is the majority of the number of voting rights (233,887 units), by number of shares constituting one unit (100 shares) of the proposed Company. The minimum number of shares to be purchased may be adjusted depending on the total number of shares issued and the number of treasury shares of the Company being Purchased as of the beginning of the Tender Offer. |
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(Note 2) |
“Shareholding 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 stated in the Company’s proposed Share Price Status Report Own, from the sum of the given parts. (24,893,841 shares). The same is true hereafter. |
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Commencement of the Tender Offer |
The Tender Offeror undertakes to (i) from today until the commencement of the Tender Offer, provide the Board of Directors of the Offeror Company and any special committee expected to be established by the Offeror Company in the future ( “Special Committee of the Target Company”) and a declaration of good faith to obtain its support for the Tender Offer. Furthermore, 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 deemed necessary to comment on the Tender Offer, in addition to the information stated in this Letter of Intent. , the Tenderer shall respond positively to such request. The Tender Offeror (ii) intends to ensure sufficient reflection time to obtain the understanding and approval of the Target and its shareholders for the Transaction, and has decided that a period of two months or more desirable then. The Tenderer has also taken into account the expected completion date (early April 2025) of the Procedures for Obtaining Necessary Permits, etc. (described below under “Preliminary Terms of Tender”), and assume that the Auction will be launched on April 4th. , 2025. Details of the Tender Proposal schedule will be announced as soon as it is decided. Even if the Board of Directors of the Target Company and the Special Committee of the Offered Company do not approve the Tender Offer, the Tender Offeror intends to start the Tender Offer as arranged if the Pre-Terms of the Tender Offer are satisfied or have been canceled by the Tender Offeror. . | |
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Tender Submission Period |
31 business days. However, during the tender offer period (“Tender Offer Period”), the share certificates and other securities offered in the Tender Offer (“Tender Shares”) will be purchased by the Tender Offeror. However, if the total number of Shares at the time of the Tender Offer reaches the minimum number of share certificates, etc. to be purchased, the Tender Offeror will notify the concerned shareholder of such issue and extend the Tender Offer Period to ensure trading 10. days from the business day following the 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 start date of the Tender Offer, the Tender Offeror will not extend the Tender Sale Period because it has reserved 10 business days from the date of the announcement to until the last day of the Tender Submission Period). For details, please refer to |
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Tendering Agent |
Mita Securities Co., Ltd.
Monex, Inc. (junior representative) |
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Full version of this press release and Letter of Intent on Management Integration Intended to Achieve Business Value.
https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01e.pdf
Check out the source version at 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 Corporation