Press release -
Request regarding the Press Release by Makino Milling Machine Co., Ltd. “Makino Milling Machine’s Opinions regarding Nidec Corporation’s Press Release, ‘Report on the Progress After the Release of Nidec's Letter of Intent and on Nidec's Opinion’ ’’
In its press release, “Report on the Progress After the Release of Nidec's Letter of Intent and on Nidec's Opinion” datedFebruary 25, 2025 (“Nidec’s Report”), Nidec Corporation (TSE: 6594; OTC US: NJDCY) (“Nidec” or the “Company”), explained the progress after the Company’s submission of a letter of intent, and its opinions as of the press release, regarding the letter of intent described in the press release, “Notice Regarding Scheduled Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135),” which the Company issued on December 27, 2024.
With respect to the above matter, Makino Milling Machine Co., Ltd. (listed on Tokyo Stock Exchange Inc.’s Prime Market) (the “Target Company”) issued a press release, “Makino Milling Machine’s Opinions regarding Nidec Corporation’s Press Release, ‘Report on the Progress After the Release of Nidec's Letter of Intent and on Nidec's Opinion’ ” (the “Target Company’s Press Release”), dated February 26, 2025, to express its opinions on Nidec’s Report.
Claiming that Nidec, in Nidec’s Report, “proclaimed that, the Company will not increase the price for the Tender Offer even if a counteroffer is made against the Tender Offer,” the Target Company’s Press Release states, “the Target Company will further examine the Tender Offer based on the Target Company’s understanding that, in light of the purpose of Japan’s Financial Instruments and Exchange Act, which prohibits the spread of rumors, and on transparency, which Nidec advocates strongly, the price for the Tender Offer will not be raised even if a counteroffer is actually made.”
As it will become clear after carefully reading Nidec’s Report, it states, “We believe that Nidec's Proposed Price of 11,000 yen is a necessary and sufficient level, and at this stage we have no plan to raise the TOB price from this price, even if any shareholder requests a price increase or if a competing proposal by a white knight or others offers a price higher than the proposed price.” expressing merely Nidec’s current policy. More specifically, the aforementioned statement in Nidec’s Report explains Nidec’s policy that, even if a party makes a counteroffer to the Tender Offer, the Company will not increase its Tender Offer price to another price beyond the realm of fair assessment.
Nidec kindly asks the shareholders of the Target Company to understand Nidec’s Report accurately as they make decisions on the Tender Offer.
[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 [U.S. Regulations] [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.