Nidec Corporation (TOKYO: 6594) (OTC US: NJDCY) (“Nidec” or the “Company”) announced that the Company decided to withdraw the acquisition of shares of common stock of Makino Milling Machine Co., Ltd. (the “Target Company”) , a company listed on the Prime Market of the Tokyo Stock Exchange, Inc., through a tender offer (the “Tender Offer”) effective May 9, 2025.
As announced in the press release dated April 3, 2025, titled “Notice Regarding Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)” (as amended by and including corrections made by the press release dated April 7, 2025, titled “(Correction) Notice Regarding Partial Correction of “Notice Regarding Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)””), Nidec Corporation resolved on April 3, 2025, by the Board of Directors to acquire shares of common stock of Makino Milling Machine Co., Ltd., a company listed on the Prime Market of the Tokyo Stock Exchange, Inc., through a tender offer in accordance with the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), as part of a series of transactions aimed at making the Target Company a wholly owned subsidiary of the Company, and the Company commenced the Tender Offer on April 4, 2025. However, at today's Board of Directors meeting, it was determined that if an allotment of share options without contribution is implemented in accordance with the response policy to the Tender Offer, there is a possibility of causing damage to the Company, and maintaining the Tender Offer would be significantly economically unreasonable. Therefore, Nidec announced that the Company decided to withdraw the Tender Offer effective May 9, 2025. For further details, please refer to the Tender Offer Withdrawal Registration Statement that will be submitted to the Director of the Kanto Local Finance Bureau on May 9, 2025.
| 1. Name and Location of the Tender Offeror |
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Name: Nidec Corporation
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Location: 338 Kuzetonoshiro-cho, Minami-ku, Kyoto, Japan
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| 2. Details of the Tender Offer |
| (1) Name of the Target Company |
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Makino Milling Machine Co., Ltd.
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| (2) Type of Share Certificates, etc. to be Purchased |
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Common Stock
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| (3) Period of the Tender Offer |
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Friday, April 4, 2025, to Wednesday, May 21, 2025 (31 business days)
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| 3. Commencement Date, Method, and Place of the Return of Tendered Share Certificates, etc. |
| (1) Commencement Date of Return |
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Friday, May 9, 2025
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| (2) Method and Place of Return of Share Certificates, etc. |
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The tender offer agent will return the necessary share certificates, etc. to the state at the time of tendering in the tendering shareholder's account with the tender offer agent (the state at the time of tendering means the state where the execution of the tendering order for the Tender Offer has been cancelled).
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| (3) Name and Location of Financial Instruments Business Operators and Banks Handling the Return of Share Certificates, etc. |
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Mita Securities Co., Ltd.
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3-11 Nihonbashi Kabutocho, Chuo-ku, Tokyo
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Monex, Inc.
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1-12-32 Akasaka, Minato-ku, Tokyo
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| 4. Place where a Copy of the Tender Offer Withdrawal Registration Statement is Available for Public Inspection |
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Nidec Corporation
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(338 Kuzetonoshiro-cho, Minami-ku, Kyoto)
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Tokyo Stock Exchange, Inc.
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(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)
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