Nidec Corporation (the "Tender Offeror") hereby announces that (i) at the meeting of the Board of Directors held on December 26, 2024, it is resolved that the Tender Offeror will acquire the shares of Makino Milling Machine Co., Ltd. (the "Target Company"), which is listed on the Prime Market of the Tokyo Stock Exchange, Inc., as part of a series of transactions (the "Transaction") for the purpose of making the Target Company a wholly owned subsidiary of the Tender Offeror. The Company resolved to acquire the shares of common stock of the Target Company (the "Target Company’s Stock") through a tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended). (ii) The Tender Offeror hereby announces that it will submit a letter of intent (see attached) to the Target Company today, which contains detailed proposals by the Tender Offeror regarding the Transaction (hereinafter referred to as the "Letter of Intent") as follows.

The Tender Offer is subject to the satisfaction of all the Tender Offer Preconditions (defined in "<Tender Offer Preconditions>" in "1. Outline of the Tender Offer”. The same applies hereinafter) or the waiver of the Tender Offer Prerequisite (may waive only (2) of the Tender Offer Preconditions as defined in "<Tender Offer Preconditions>" in "1. Outline of the Tender Offer" in the full version of this press release). The Tender Offer is scheduled to commence on April 4, 2025 (or, in the event of a delay in the date on which all of the Tender Offer Preconditions are satisfied or waived by the Tender Offeror, as soon as practicable after such date). An outline of the Tender Offer is shown in the column below, and further details are provided on page 3 of the full version of this press release and thereafter.

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 the understanding and approval of the Target Company and its shareholders for the Transaction.

Prior to the submission of the Letter of Intent and the publication of this press release, the Tender Offeror has not made any proposal for discussion, etc. with the Target Company regarding the Transaction. This is in accordance with the "Guidelines for Corporate Takeovers - Enhancing Corporate Value and Securing Shareholders' Interests" (the "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’ Intent" and the "Principle of Transparency" are required for acquisitions of management control of listed companies in general in the Guidelines for Corporate Takeovers, we will provide information useful for shareholders to make their decisions through a transparent process from the proposal stage of this Transaction, by informing all shareholders of the Target Company of the situation and by providing them with the information necessary for the Target Company's management to make a decision. The Tender Offeror intends to encourage the Target Company's shareholders to be provided with appropriate and positive information by the Tender Offeror and the Target Company, thereby ensuring that the shareholders of the Target Company are able to make the correct choice 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 the Target Company as a major machine tool manufacturer and 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. Outline of the Tender Offer

①

Tender Offeror

Nidec Corporation

②

Target of Tender Offer

Makino Milling Machine Co., Ltd.

③

Type of Share Certificates, etc. to be Tendered, etc.

Common stock

④

Price of Tender Offer, etc.

11,000 yen per share (the "Tender Offer Price") (See "Tender Offer Price" below)

The Tender 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 business day immediately prior to the announcement of the scheduled commencement of the Tender Offer, and the simple average closing prices (rounded to the nearest whole number for the last 1 month, 3 months, and 6 months prior to that date. The same applies hereinafter to the simple average closing price.) The following premiums (rounded off to two decimal places) are added to such amount.

- 41.94% of the closing price of 7,750 yen on the base date

- 54.67% of the 1-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

 

Number of Shares to be Purchased

- Upper limit: None - Lower limit: 11,694,400 shares (Note 1)

⑤

(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 stock submitted by the Target Company on December 10, 2024 (the "Target Company's Status Report on Purchase of Own 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 a majority of the number of voting rights (233,887 units), by the number of shares constituting 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 issued shares and the number of treasury shares of the Target Company as of the commencement of the Tender Offer.

 

(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 Target Company's Report on the Status of Purchase of Own Shares, from the total number of issued shares (24,893,841 shares). The same applies hereafter.

⑥

Commencement of Tender Offer

The Tender Offeror intends to (i) from today until the commencement of the Tender Offer, provide the Target Company's Board of Directors and any special committee expected to be established by the Target Company in the future (the "Target Company’s Special Committee") with a good-faith explanation to obtain its support for the Tender Offer. In addition, if the Target Company's Board of Directors and the Target Company's Special Committee request the Target Company to provide any additional information that is reasonably considered necessary to form an opinion on the Tender Offer, in addition to the information stated in this Letter of Intent, the Tender Offeror will sincerely respond to such request. The Tender Offeror (ii) intends to ensure a period of consideration 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 has also taken into consideration the expected completion date (early April 2025) of the Procedures for Obtaining Necessary Permits, etc. (defined below in "Tender Offer Preconditions"), and assumes that the Tender Offer will be launched on April 4, 2025. Details of the Tender Offer schedule will be announced as soon as they are determined. Even if the Board of Directors of the Target Company and the Target Company’s Special Committee do not approve of the Tender Offer, the Tender Offeror plans to commence the Tender Offer as scheduled if all of the Tender Offer Preconditions are satisfied or waived by the Tender Offeror.

⑦

Tender Offer Period

31 business days. However, during the tender offer period (the "Tender Offer Period"), share certificates and other securities tendered in the Tender Offer (the "Tendered Shares") will be purchased by the Tender Offeror. However, if the total number of Tendered Shares during the Tender Offer Period reaches the minimum number of share certificates, etc. to be purchased, the Tender Offeror will promptly notify the relevant shareholder of such fact and extend the Tender Offer Period to ensure 10 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 commencement date of the Tender Offer, the Tender Offeror will not extend the Tender Offer Period because it has secured 10 business days from the business day following the date of the announcement to that effect to the last day of the Tender Offer Period). For details, please refer to <Tender Offer Period> in the full version of this press release.

⑧

Tender Offer Agent

Mita Securities Co., Ltd.

Monex, Inc. (Sub-Agent)

Full version of this press release and Letter of Intent on Management Integration Aimed at Maximization of Corporate Value https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01e.pdf

Teruaki Urago General Manager Investor Relations +81-75-935-6140 ir@nidec.com