KYOTO, Japan–( BUSINESS WIRE )–Nidec Corporation (“Bidder”) hereby announces that (1) at the Board of Directors meeting held on December 26, 2024, it has been decided that Bidder will acquire the shares of Makino Milling Machine Co. ., Ltd. (“ goal (NYSE:) Company”), listed on the Main Market of the Tokyo Stock Exchange, as part of a series of transactions (“ practical (JO:)”) for the purpose of making the Target Company a wholly-owned subsidiary of the Bidder. The Company has decided to acquire shares of common stock of the Target Company (“Target Company Shares”) through a tender offer (“Tender Offer”) under the Financial Instruments and Exchange Act (the Act No. 25 of 1948, as amended). (2) The Bidder hereby announces that it will submit a Letter of Intent (see attachment) to Target Company today, containing detailed proposals from the Bidder in relation to the Transaction (hereinafter referred to as the “Letter of Intent”). intentions) as follows.
The tender offer is subject to the fulfillment 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 a sufficient period of time for consideration to gain understanding and approval by the target company and its shareholders. Shareholders in the deal.
Prior to the submission of the Letter of Intent and the publication of this press release, the Bidder has not submitted any proposal for discussion, etc., with the Target Company in relation to the Transaction. This is in accordance with the “Guidelines for Corporate Takeovers – Enhancing Company 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 “Shareholder Intention Principle” and “ “Principle of Transparency” is required to acquire management control of publicly listed companies. In the Guidelines for Corporate Takeovers, we will provide useful information to shareholders to make their decisions through a transparent process starting from the proposal stage of this transaction, by informing all shareholders of the target company. position and provide them with the necessary information to manage the target company. To make the decision. The Bidder intends to encourage the shareholders of the Target Company to be provided with appropriate and positive information by the Bidder and the Target Company, thus ensuring that the shareholders of the Target Company are able to make the correct decision regarding the merits 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 of Target as a company A major manufacturer of machine tools and we believe that through the transaction, we will be able to build a relationship to together become the “global leader in comprehensive machine tool manufacturing”, and we sincerely propose the transaction.
1. Outline of the tender offer
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Bidder |
Nidec Company | |
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Objective of the tender offer |
Makino Grinding Machinery Co., Ltd | |
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Type of share certificates, etc. to be tendered, 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 Tender Offer price is based on the closing price of the Target Company's shares on the TSE Prime Market on December 26, 2024 (the Base Date), the business day immediately preceding the announcement of the scheduled commencement of the Tender Offer, and a simple average of the closing prices (rounded to the nearest whole number for the last month and 3 months and 6 months before that date. The same applies thereafter to the simple average closing price.) The following installments (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 one-month simple 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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The number of shares to be purchased |
– Maximum 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 stated in the status report on the purchase of treasury shares filed by the target company on December 10, 2024 (“Status Report target company for the purchase of private equity). 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 the number of shares that constitute one unit (100 shares) of 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 treasury shares of the target company as of the commencement of the tender offer. |
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(Note 2) |
“Contribution 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) owned by the target company as of November 30, 2024, as stated in the target company’s financial statement. In case of purchasing its own shares out of the total number of issued shares (24,893,841 shares). The same applies later. |
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Start the tender offer |
The Bidder intends (1) from today until the commencement of the Tender Offer, to provide the Board of Directors of the Target Company and any special committee that the Target Company is expected to establish in the future (“Special Committee of the Target Company”) with the information necessary to interpret it in good faith 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 that the Target Company provide any additional information deemed reasonably necessary to form an opinion on the Tender Offer, in addition to the information set forth in this Letter of Intent, the Bidder will respond truthfully to such request. The Bidder (2) intends to ensure a study period sufficient to obtain 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 such a period. The Bidder has also taken into account the expected completion date (early April 2025) of the procedures for obtaining necessary permits etc. (specified below in the “Preconditions of the Bid Offer”) and assumes that the Tender Offer will be launched on April 4, 2025. Details to be announced Schedule tender offers 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 Bidder Offer, the Bidder plans to initiate the Bidder Offer as scheduled if all preconditions to the Bidder Offer are met or waived by the Bidder. | |
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Tender offer period |
31 working days. However, during the Tender Offer Period (“Tender Offer Period”), stock 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 tendered during the tender offer period reaches the minimum number of share certificates etc. to be purchased, the tenderer will immediately notify the relevant shareholders of this fact and extend the tender offer period to ensure 10 business days from the business day following the announcement date. (However, if the total number of shares tendered reaches the minimum number of shares to be purchased within 21 business days from the start date of the tender offer, the Bidder will not extend the tender offer period because it has obtained 10 working days from the working day following the date of the announcement to this effect until the last day of the tender period). For more details, please refer to |
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Bidding agent |
Meta Securities Limited
Monex, Inc. (sub-agent) |
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The full version of this press release and letter of intent regarding management integration aimed at maximizing the value of the company
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 Urugu
General Manager
Investor relations
+81-75-935-6140
ir@nidec.com
Source: Nidec Corporation
