Nidec withdraws unsolicited TOB for Makino after Tokyo Court rejects injunction

Nidec announced on May 8 that it will withdraw its unsolicited tender offer (TOB) for Makino Milling Machine. 

The TOB, launched on April 4, was to purchase Makino’s common shares at JPY 11,000 per share. 

In response, Makino’s board of directors resolved on April 10 to activate a countermeasure, intended to secure time to evaluate competing acquisition proposals from third parties. 

On April 16, Nidec filed a petition with the Tokyo District Court for a provisional injunction to block the implementation of Makino’s countermeasure. However, the court denied the petition on May 7. 

Following the court’s decision, Nidec concluded that allowing Makino’s countermeasure to proceed could result in potential harm and lack of economic rationality, and therefore decided to withdraw the TOB. 

In response, Makino announced on May 9 that it would cancel the activation of its countermeasure, following Nidec’s decision to withdraw.

Timeline of events

TOB conflict between Nidec and Makino 

Dec 27, 2024 Nidec announces its intention to launch an unsolicited TOB for Makino 

Jan 10, 2025 Makino establishes a special committee of four outside directors 

Jan 15 The committee submits its first written request to Nidec 

Jan 28 Makino submits a first round of questions to Nidec 

Feb 12 Makino releases its business plan through FY2030 

Mar 4 Makino management and Nidec executives hold direct talks 

Mar 10 Makino announces receipt of several acquisition proposals from third parties 

Apr 4 Nidec launches its TOB as originally planned 

Apr 10 Makino opposes the TOB and decides to activate a countermeasure 

Apr 16 Nidec files for a provisional injunction with the Tokyo District Court 

May 7 The Tokyo District Court denies Nidec’s petition 

May 8 Nidec announces withdrawal of its TOB 

May 9 Makino cancels its countermeasure in response to the withdrawal