Announcement • May 02
MBK Partners K.K. cancelled the acquisition of Makino Milling Machine Co., Ltd. (TSE:6135).
MBK Partners K.K. proposed to acquire Makino Milling Machine Co., Ltd. (TSE:6135) for approximately ¥270 billion on June 3, 2025. A cash consideration valued at ¥11751 per share will be paid by MBK Partners K.K. for 23,388,434 shares. MBK Partners intends to make Makino Milling Machine Co., Ltd. private by squeeze out procedures if the condition for minimum tender is completed. MBK Partners has received a commitment letter from the Senior Lenders to the effect that they are prepared to provide financing up to a maximum of ¥129,980 million in total and a commitment letter from Mezzanine Lenders to the effect that they are prepared to provide financing up to a maximum of ¥12,998 million in total.
The transaction is subject to minimum tender of 15,592,300 shares and subject to approval from The Anti-Monopoly Law of the People's Republic of China, The Hart–Scott–Rodino Antitrust Improvements Act of 1976, The Competition and Consumer Act 2010, The Foreign Exchange and Foreign Trade Act, The Committee on Foreign Investment in the United States, France Monetary and Financial Code, Foreign Trade and Payments Ordinance of Germany and Italy Law Decree No. 21/2012. The Board of Directors of Makino Milling Machine Co., Ltd. formed a special committee for the transaction. The deal has been approved by the board of Makino Milling Machine Co., Ltd. As of December 12, 2025, the Tender Offer is expect to commence in mid December. The Tender Offeror anticipates receiving necessary regulatory clearances for the tender offer from various jurisdictions as follows: investment regulation clearance in the U.S. is expected by early March 2026; competition law clearance in China by late December 2025; investment regulation clearances in Japan and France are anticipated between late December 2025 and mid-January 2026; and investment regulation clearance in Italy is expected by mid-December 2025. As announced earlier, if the tender offer fails to commence tender offer by January 16, 2026, the Tender Offer Agreement will be terminated. Although the planned schedule has been delayed from the originally planned schedule, which may be a cause for concern, if the Company receives a notice from the Tender Offeror that the conditions for commencing the Tender Offer have been satisfied and that the Tender Offer will be initiated, or if any other matters that need to be disclosed arise going forward, they will be promptly announced.
The Tender Offeror is actively pursuing the necessary procedures and responses to implement the Tender Offer. While clearance under U.S. competition law was secured by late September 2025 and clearance under German investment regulation laws was obtained by late November 2025, the process has been impacted by a partial U.S. government shutdown that began on October 1, 2025. As of January 16, 2026, the Company has not terminated the Tender Offer Agreement, and the Tender Offer Agreement remains valid. Clearance under competition law in the U.S. was obtained by late September 2025; clearance under investment regulation laws and regulations in Germany was obtained by mid-November 2025; clearance under investment regulation laws and regulations in Italy was obtained by mid December 2025; clearance under investment regulation laws and regulations in France was obtained by early January 2026, and in relation to other jurisdictions as well; clearance under competition law in China is expected to be obtained by around late January 2026; clearance pursuant to investment regulation laws and regulations in the U.S. is expected to be obtained by around early March 2026; and clearance pursuant to investment regulation laws and regulations in Japan is expected to be obtained by around mid-February 2026. As of January 30, 2026, clearance to be obtained pursuant to investment regulation laws and regulations in Japan is still pending. As of April 10, 2026, The Tender Offeror has proceeded with earnest measures such as holding discussions with the authorities on multiple
occasions to obtain clearance under investment regulation laws and regulations in Japan, the examination at the authorities continues, and clearance has yet to be obtained. The Tender Offeror expects that the timing of the completion of acquisition of clearance pursuant to investment regulation laws and regulations in Japan and the commencement of the Tender Offer will be in late June 2026. On April 22, 2026 Makino Milling Machine Co., Ltd. received recommendation from the Minister of Finance and the Minister of Economy, Trade and Industry, to discontinue the Tender Offer.
Mizuho Securities Co., Ltd acted as tender offer agent in the transaction. Toshiro Mochizuki, Karl Pires of A&O Shearman acted as legal advisor to MBK Partners K.K.
MBK Partners K.K. cancelled the acquisition of Makino Milling Machine Co., Ltd. (TSE:6135) on April 30, 2026.
