Nidec Corporation announced on May 8, 2025, that it has decided to withdraw its tender offer (TOB) for Minebea Mitsumi, a move that has significant implications for both companies involved in this high-stakes corporate battle.
The decision to pull back comes after the Tokyo District Court rejected Nidec's application for a provisional disposition aimed at suspending Minebea's countermeasures against the TOB. Nidec had originally initiated the tender offer on April 4, 2025, but faced strong opposition from Minebea, which had planned to implement countermeasures to protect its interests.
In a statement, Nidec indicated that maintaining the TOB would "significantly lack economic rationality" due to the potential damages that could arise from Minebea's planned actions. These countermeasures included the free allocation of new share subscription rights to existing shareholders, which Minebea intended to execute if the TOB commencement period was not extended. This strategy was aimed at buying time for Minebea to consider alternative acquisition proposals from other companies.
"If Minebea's countermeasures are activated, there is a risk of damage to Nidec, and the continuation of the TOB could lead to significant economic disadvantages," the company explained. Nidec's withdrawal from the TOB is set to take effect on May 9, 2025.
The situation escalated when Minebea's board of directors publicly opposed the TOB on April 10, 2025, announcing their resolution to initiate countermeasures. This included the potential issuance of new share subscription rights without compensation, a move designed to fortify their position against Nidec's acquisition efforts.
Analysts have noted that this turn of events could mark a pivotal moment for Nidec, especially following the departure of its founder and former CEO, Shigenobu Nagamori, who was known for his adeptness in executing successful acquisitions in Japan, including a notable friendly TOB for TAKISAWA.
Kazuyoshi Saito, a senior analyst at Iwai Cosmo Securities, remarked, "Nidec's growth strategy through acquisitions may be at a crossroads. The countermeasures presented by Minebea could serve as a blueprint for other companies facing similar situations in the future." He added that the effectiveness of such countermeasures would likely vary on a case-by-case basis.
Despite the setback, Nidec's history of navigating complex acquisition landscapes suggests that the company may still explore alternative strategies to bolster its growth. The withdrawal from the TOB is not just a reaction to immediate pressures but may also reflect a broader reassessment of Nidec's strategic direction in the evolving machinery manufacturing sector.
As Nidec steps back from this particular acquisition, the industry will be watching closely to see how both companies adjust their strategies moving forward. Minebea's strong opposition and proactive measures illustrate the competitive nature of the market, where companies must constantly adapt to protect their interests.
In summary, Nidec's withdrawal from the tender offer for Minebea Mitsumi underscores the complexities of corporate acquisitions, particularly in a landscape where countermeasures can significantly influence the outcomes. This episode not only highlights the challenges faced by companies in securing acquisitions but also reflects the dynamic interplay between corporate strategies and market responses.
