공시 • Sep 12
MINEBEA MITSUMI Inc. (TSE:6479) cancelled the acquisition of Shibaura Electronics Co.,Ltd. (TSE:6957) from a group of shareholders.
MINEBEA MITSUMI Inc. (TSE:6479) entered into letter of intent to acquire Shibaura Electronics Co.,Ltd. (TSE:6957) from a group of shareholders for ¥82.6 billion on February 17, 2025. A cash consideration will be paid by MINEBEA MITSUMI Inc. As part of consideration, an undisclosed value is paid towards common equity of Shibaura Electronics Co.,Ltd. MINEBEA MITSUMI Inc. also plans to complete Squeeze Out Process in order to acquire all shares of Shibaura Electronics Co.,Ltd. The minimum number of shares to be purchased in the tender offer will be 7.53 million shares. MINEBEA MITSUMI Inc. has entered into a tender agreement with each tendering shareholder on April 10, 2025, and has agreed that, if the tender offer commences, each tendering shareholder will tender all of its tendering shares (1,424,486 shares, shareholding ratio: 9.45 %) in the tender offer and will not withdraw such tender.
The transaction is subject to minimum tender. The transaction is expected to close on May 27, 2025. As of May 1, 2025, MINEBEA MITSUMI Inc. increased its offer price from ¥4,500 per share to ¥5,500 per share. The deal is subject to approval by the Fair-Trade Commission. The Board of Directors of Shibaura Electronics Co.,Ltd. have unanimously recommended shareholders to tender their shares. Subsequently, by May 8, 2025, as the Tender Offeror confirmed that both the Tender Offer Precondition (i) and the Tender Offer Precondition (ii) have been satisfied and decided to waive the Tender Offer Precondition (iii) using the methods below, on May 8, 2025, the Tender Offeror decided to commence the Tender Offer from May 9, 2025. As of today, the Tender Offeror holds 1,000 shares of the Target Company’s Stock (Ownership Ratio (Note 1): 0.01%) (on March 12, 2025, the Tender Offeror acquired 1,000 shares of the Target Company ’s Stock from YAGEO through an off off-market transaction transaction). Considering the above,market conditions and other factors, the Tender Offeror has decided on May 8 to change the Tender Offer Price from ¥5,500 to ¥6,200. On May 21, 2025, Board of Directors of Shibaura Electronics Co.,Ltd passed by unanimous vote of all directors a resolution that, while maintaining the opinion in support of the Minebea Mitsumi Tender Offer. As per the announcement dated May 22, 2025 the transaction is now expected to close on June 2, 2025. As of June 4, 2025, the transaction is expected to close on June 19, 2025. As of June 17, 2025, the offer will close on July 1, 2025.
As of June 27, 2025, The Tender Offer Period is extended to July 11, 2025. The extension of the tender offer period is to ensure shareholders have ample opportunity to make informed decisions and to allow for potential counter offers. The extended period is longer than the minimum required by law, providing shareholders and other parties sufficient time to evaluate the offer compared to any competing offers. If Minebea Mitsumi does not acquire 90% of voting rights, it will request an extraordinary shareholders' meeting to propose share consolidation and amendments to the articles of incorporation. Settlement Start Date: Originally was on July 8, 2025, now adjusted to align with the extended tender offer period. As of June 2, 2025, The Tender Offer Period is extended till July 15, 2025 and the settlement date is amended to July 23, 2025. As of July 10, 2025, The Tender Offer Period is extended till July 16, 2025. As of July 16, 2025, The Tender Offer Period is extended till July 28, 2025. As of July 28, 2025, The Tender Offer Period is extended till August 1, 2025. As per the announcement dated August 1, 2025, the tender offer is expected to close on August 18, 2025. As of August 14, 2025, the tender offer will close on August 28, 2025. As of August 28, 2025, the deal is expected to complete on September 11, 2025.
Nomura Securities Co., Ltd. and YAMADA Business Consulting Co.,Ltd. acted as financial advisors, and Kitahama Partners acted as legal advisor to Shibaura Electronics Co.,Ltd. Kenichiro Yoshida, Shinya Nakamura of Daiwa Securities Co. Ltd. acted as financial advisor and Nagashima Ohno & Tsunematsu acted as legal advisor to MINEBEA MITSUMI Inc. Nomura Securities Co., Ltd. acted as a fairness opinion provider to Shibaura Electronics Co.,Ltd.
MINEBEA MITSUMI Inc. (TSE:6479) cancelled the acquisition of Shibaura Electronics Co.,Ltd. (TSE:6957) from a group of shareholders on September 11, 2025. As the total number of the Tendered Shares (3,564,382 shares) was less than the minimum number of shares to be purchased (7,539,900 shares), the Offeror will not purchase any of the Tendered Shares.