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21 March 2025

Nidec Corporation Pursues Tender Offer For Minebea Mitsumi

As negotiations intensify, both companies emphasize the need for clearer communication and collaboration.

Nidec Corporation has officially announced its intentions regarding a forthcoming tender offer to acquire Minebea Mitsumi Inc. The announcement, made on March 21, 2025, reiterates Nidec's ongoing strategy to integrate Minebea into its operations as a wholly owned subsidiary. This acquisition effort marks a significant milestone in Nidec’s growth strategy, especially following a prior announcement detailing their intent made on December 27, 2024.

Headquartered in Kyoto, Japan, Nidec Corporation is no stranger to acquisitions, often seeking to expand its market reach in various sectors. Meanwhile, Minebea Mitsumi, listed on the Tokyo Stock Exchange with the securities code 6135, is a major player in its field. However, the road to completion is showing signs of turbulence, as Minebea Mitsumi has raised defenses against the acquisition strategy. Most notably, just two days before Nidec's latest announcement, on March 19, Minebea's board reached a decision to introduce measures aimed at safeguarding their operational autonomy as control over financial and business policies was brought into question.

According to Nidec’s statements, the company has regularly been in dialogue with Minebea. They had received a request from Minebea regarding a proposal from a third-party entity, aimed at making Minebea a subsidiary. Nidec expressed its commitment to reviewing this request earnestly, demonstrating a willingness to engage with Minebea’s leadership. "This defensive measure has been brought forth based on a distorted understanding of the facts regarding negotiations between Nidec and Minebea Mitsumi," the company asserted. Nidec firmly believes that their previous communications have been misinterpreted, leading to unnecessarily defensive actions from Minebea’s side.

Throughout these negotiations, Nidec has highlighted the need for frequent and lengthy discussions with all Minebea executives, including representative director Masataze Miyazake and labor union officials. They emphasized the importance of open communication to facilitate a clearer understanding of intentions from both parties involved. Recommendations for regular meetings have been put forward, reflecting a desire for transparency amid a complex negotiation process.

Despite these efforts, Nidec has faced rejections to its requests for changes to the planned timing of operations, particularly concerning the proposed start date for the tender offer, which is slated for May 9, 2025. This refusal has led to a stalemate that complicates future interactions between the two giants in the industry.

In its communications, Nidec has urged Minebea to revisit the potential for collaborative talks, stressing that recent meetings with Minebea executives, including the special committee, have been limited in length and scope. With meetings typically averaging just over an hour, Nidec feels that the time allocated has been insufficient for in-depth discussion about their proposals and future visions.

As the deadline for the tender offer approaches, the tension between both companies intensifies. Nidec remains hopeful that constructive dialogue can pave the way for a successful acquisition. The company's aim is not only to expand its portfolio but potentially lead to greater efficiencies and innovation within the markets served by Minebea.

The responses and strategic maneuvers from Minebea highlight a defensive approach, indicative of a company keen to maintain its established identity in light of potential changes. Stakeholders are now watching closely to see how this evolving situation will unfold, particularly in terms of regulatory and market implications.

Both Nidec and Minebea stand at a crossroads. In an era where industry leaders are rapidly evolving, mergers and acquisitions become pivotal to maintaining competitive advantage. Investors, industry experts, and analysts are keeping a watchful eye on the developments, as the outcome of these negotiations could redefine the landscape for both companies.

Final remarks from Nidec indicate their commitment to adhering to business strategies that are both ethical and transparent, expecting Minebea to reciprocate this attitude as discussions proceed. A balanced approach to this negotiation could result in a significant partnership poised to lead in their respective fields.