Nidec Announces Its Submission of Answers to the Second Questionnaire from Makino Milling Machine Co., Ltd. (Securities Code: 6135)

KYOTO, Japan--(BUSINESS WIRE)--February 18, 2025-- 

Nidec Corporation (TOKYO: 6594) (OTC US: NJDCY) ("Nidec" or the "Company") announced that it submitted answers to Makino Milling Machine Co., Ltd. (listed on Tokyo Stock Exchange Inc.'s Prime Market) (the "Target Company") in response to the second questionnaire, a document dated February 7, 2025 that Nidec received from the Target Company.

As explained in the press release, "Notice Regarding Scheduled Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)," dated December 27, 2024, Nidec, as part of a series of transactions (the "Transaction") for the purpose of making Makino Milling Machine Co., Ltd. a wholly owned subsidiary of the Company, decided to acquire the shares of common stock of the Target Company through a tender offer, and on the same day submitted to it a letter of intent regarding the Transaction.

The Company intends to continue to provide the Target Company with information that it needs to disclose its opinions regarding the Transaction, in a sincere, timely, and appropriate manner.

The answers to the questionnaire:

https://www.nidec.com/en/corporate/news/2025/news0214-01/

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[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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View source version on businesswire.com: https://www.businesswire.com/news/home/20250218604896/en/

 
    CONTACT:    Teruaki Urago 

General Manager

Investor Relations

+81-75-935-6140

ir@nidec.com

(END) Dow Jones Newswires

February 18, 2025 21:20 ET (02:20 GMT)