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Notice Regarding the Withdrawal of the Tender Offer for  Makino Milling Machine Co., Ltd. (Securities Code: 6135)

Press release -

Notice Regarding the Withdrawal of the Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)

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 (“Nidec” or the “Company”) resolved on April 3, 2025, by the Board of Directors to acquire 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”) 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, 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
  Name: Nidec Corporation
  Location: 338 Kuzetonoshiro-cho, Minami-ku, Kyoto, Japan

2. Details of the Tender Offer
(1) Name of the Target Company
  Makino Milling Machine Co., Ltd.

(2) Type of Share Certificates, etc. to be Purchased
  Common Stock

(3) Period of the Tender Offer
  Friday, April 4, 2025, to Wednesday, May 21, 2025 (31 business days)

3. Commencement Date, Method, and Place of the Return of Tendered Share Certificates, etc.
(1) Commencement Date of Return
  Friday, May 9, 2025

(2) Method and Place of Return of Share Certificates, etc.
 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).

(3) Name and Location of Financial Instruments Business Operators and Banks Handling the Return of Share Certificates, etc.
  Mita Securities Co., Ltd. 3-11 Nihonbashi Kabutocho, Chuo-ku, Tokyo
  Monex, Inc. 1-12-32 Akasaka, Minato-ku, Tokyo

4. Place where a Copy of the Tender Offer Withdrawal Registration Statement is Available for Public Inspection
  Nidec Corporation
  (338 Kuzetonoshiro-cho, Minami-ku, Kyoto)
  Tokyo Stock Exchange, Inc.
  (2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)

End.

[Restrictions on solicitation] This press release is intended to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer to sell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement.

[Future Forecasts] This press release may contain forward-looking statements, including those related to the future business of Nidec Corporation (the “Tender Offeror” or the “Offeror”) and other companies, such as “anticipate,” “expect,” “intend,” “plan,” “believe,” and “assume.” Such statements are based on the Tender Offeror’s current business prospects and may change as a result of future developments. The Tender Offeror is under no obligation to update any forward-looking statements in this information to reflect actual business performance or changes in various circumstances or conditions. This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act. The actual results may be grossly different from the projections implied or expressly stated as “forward-looking statements” due to known or unknown risks, uncertainties or other factors. None of the Offeror or its affiliates assures that such express or implied projections set forth herein as “forward-looking statements” will eventually prove to be correct. “Forward-looking statements” contained herein were prepared based on the information available to the Tender Offeror as of the date of this press release and, unless required by laws and regulations, neither Tender Offeror nor its related parties including related companies shall have the obligation to update or correct the statements made herein in order to reflect the future events or circumstances.

[U.S. Regulations]

The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. Specifically, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; “Securities Exchange Act”) or the rules promulgated under such Sections do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder. It is not necessarily the case that all financial information in this press release is equivalent to financial statements of companies in the United States. It may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Offeror and Makino Milling Machine Co., Ltd. (“the Target”) are incorporated outside the United States and their directors are non-U.S. residents. Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court.

The financial advisors of the Offeror or Target and their respective affiliates may, within their ordinary course of business, purchase, or conduct any act toward the purchase of, the shares of the common stock of the Target for their own account or for their customers’ accounts outside the Tender Offer prior to the commencement of, or during, the period of the Tender Offer, etc. in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act to the extent permissible under the financial instruments and exchange laws and other applicable laws and regulations in Japan. If any information concerning such purchase is disclosed in Japan, the disclosure of such information will be made in the United States in a similar manner.

All the procedures in connection with the Tender Offer shall be taken in the Japanese language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, the Japanese documents shall prevail in case of any discrepancies between Japanese documents and corresponding English documents.

[Other Countries] Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only.

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Nidec is the world's leading comprehensive motor manufacturer, specializing in "everything that spins and moves," with a strong focus on the motor business. Nidec's extensive product lineup, which ranges from small precision motors to ultra-large motors, leverages the technological capabilities of its approximately 340 group companies across 46 countries. These products are used in various fields, including IT equipment, automobiles, motorcycles, commerce, and industry. We remain dedicated to providing the world with indispensable products and solutions at an overwhelming speed, utilizing technologies aimed at lightness, thinness, shortness, compactness, and efficiency.

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