Nidec announces planned start of offering for Makino Milling Machine Co., Ltd. (Securities Code: 6135) Investing.com
KYOTO, Japan–(BUSINESS WIRE)–Nidec Corporation (the “Offer”) hereby announces that (i) at the Board of Directors meeting held on December 26, 2024, it was decided that the Offeror will acquire the shares of Makino Milling Machine Co., Ltd. (“ Goal (NYSE:) Company”), which was listed on the Main Market of the Tokyo Stock Exchange, Inc., as part of a series of transactions (“ Transaction (JO:)”) for the purpose of turning the Target Company into a wholly owned subsidiary of the Offeror. The Company has decided to acquire ordinary shares of the Target Company (“Shares of the Target Company”) through a tender offer (“Tender Offer”) in accordance with the Law on Financial instruments and exchanges (Act No. 25 of 1948, as amended) announces that it will submit a letter of intent (see attached) to the Target Company containing the detailed proposals of the Bidder in connection with the Transaction (hereinafter referred to as the “Letter of Intent”) as follows.
A tender offer is subject to the fulfillment of all prerequisites for a 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 consideration to obtain the understanding and approval of the Target Company and its shareholders for the Transaction.
Prior to the submission of the Letter of Intent and publication of this press release, the Offeror did not make any proposal for discussion, etc. with the Target Company in connection with the Transaction. This is in accordance with the “Guidelines for Corporate Takeovers – Increasing Corporate Value and Securing Shareholder Interests” (“Guidelines for Corporate Takeovers”) published by the Ministry of Economy, Trade and Industry on August 31, 2023. In light of the fact that “The Principle of Shareholders’ Intentions ” and “Principle of transparency”. necessary to acquire management control of listed companies in general in the Guidelines for Corporate Takeovers, we will provide information useful to shareholders for decision-making through a transparent process from the proposal stage of this Transaction, by notifying all shareholders of the Target Company of the situation and providing information necessary to the management of the Target Company for decision-making. The Offeror intends to encourage the shareholders of the Target Company to receive appropriate and positive information from the Offeror and the Target Company, thereby ensuring that the shareholders of the Target Company can make a correct choice regarding the value of the Transaction and the terms and conditions of the Transaction.
As described in “(2) Background, purpose and decision-making process of the tender offer and management policy after the tender offer” in “2. Purpose, etc. of the Tender Offer, etc. in the full version of this press release, we understand the strength target company as a major machine tool manufacturer and we believe that through the Transaction we will be able to build a relationship to become “the world’s leading comprehensive machine tool manufacturer” together, and we sincerely propose the transaction.
1. Tender offer framework
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Bidder of the tender |
Nidec Corporation | |
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Target bid offer |
Makino Milling Machine Co., Ltd. | |
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Type of share certificates, etc. which will be offered, etc. |
Ordinary shares | |
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The price of the tender offer, etc. |
11,000 yen per share (“Offer Price”) (See “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), which is the business day immediately before the announcement of the planned start of the tender offer, and the simple average closing price (rounded to the nearest whole number for the last 1 month, 3 months and 6 months before that date. The same applies hereinafter to the simple average closing price.) The following premiums (rounded to two decimal places) are added to that amount. – 41.94% of the closing price of ¥7,750 on the base date – 54.67% of the one-month average closing price of ¥7,112 – 67.89% of the 3-month simple average closing price of ¥6,552 – 74.24% of the 6-month simple average closing price of ¥6,313 |
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Number of shares to be purchased |
– Upper limit: None | |
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(Note 1) |
The minimum number of shares for purchase 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 stated in the report on the purchase of own shares provided by Target. Company as of December 10, 2024 (“Report on the condition of the target company on the purchase of its own shares”). The number of shares (11,694,400 shares) (Percentage of ownership (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 (233,887 units), by the number of shares that make up one unit (100 shares) of the Target Company. The minimum number of shares to be purchased may be adjusted based on the total number of shares issued and the number of own shares of the Target Company since the start 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 own shares (1,505,069 shares) held by the Target Company on November 30, 2024, as stated in the Report of the Target of the company on the state of repurchase of its own shares, out of the total number of issued shares (24,893,841 shares). The same applies later. |
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The start of the bid offer |
The Offeror intends (i) from today until the commencement of the Offer to provide a good faith explanation to the Board of Directors of the Target Company and any special committee that the Target Company is expected to establish in the future (the “Target Company Special Committee”) in order to obtain its support for the Tender Offer. Furthermore, if the Board of Directors of the Target Company and the Special Commission 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 addition to the information specified in this Letter of Intent, the Offeror will honestly respond to such request. The offeror (ii) intends to provide a consideration period sufficient to obtain the understanding and approval of the Target and its shareholders for the Transaction, and has determined that a period of two months or more is desirable as such period. The tender offeror also took into account the expected completion date (beginning of April 2025) of the procedures for obtaining the necessary permits, etc. (defined below in “Tender Offer Conditions”), and assumes that the Tender Offer will be announced on April 4, 2025. Details of the Tender Offer schedule 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 Tender Offeror plans to commence the Tender Offer as scheduled if all conditions precedent to the Tender Offer are met or waived by the Offeror. . | |
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Tender offer period |
31 working days. However, during the tender offer period (the “Tender Offer Period”), the Offeror will purchase share certificates and other securities offered in the Tender Offer (the “Tender Shares”). However, if the total number of Shares tendered during the Tender Offer Period reaches the minimum number of Share Certificates etc. to be purchased, the Tender Offeror shall promptly notify the relevant shareholder of that fact and extend the Tender Offer Period to provide for 10 business days from the business day following the date of such announcement (however, if the total number of Shares tendered reaches the minimum number of Shares to be may purchase within 21 business days from the date of commencement of the Tender Offer, the Bidder shall not extend the Period for the Tender Offer as it has provided 10 working days from the working day following the date of publication in in this sense until the last day of the Bid Period). For details, please see |
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Quotation Agent |
Mita Securities Co., Ltd.
Monex, Inc. (sub agent) |
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The full version of this press release and Letter of Intent on the integration of management to maximize corporate value
https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01e.pdf
See the original version on businesswire.com: https://www.businesswire.com/news/home/20241227733125/en/
Teruaki Urago
General director
Investor relations
+81-75-935-6140
ir@nidec.com
Source: Nidec Corporation
