On May 8, 2025, Nidec announced its decision to withdraw its tender offer (TOB) for Minebea Mitsumi, a move that marks a significant turn in the ongoing corporate battle between the two companies. This announcement came just two weeks before the planned end of the tender offer period, which was initially set to conclude on May 21, 2025.
Nidec, a major player in the motor manufacturing industry, had initiated the TOB on April 4, 2025, at a price of 11,000 yen per share. However, the company faced unexpected resistance from Minebea Mitsumi, which had been vocal in its opposition to the unsolicited takeover attempt. Minebea Mitsumi's countermeasures included a strategy to allocate new share subscription rights to existing shareholders without compensation, a move that could dilute Nidec's stake and potentially inflict financial damage.
During a board meeting held on the morning of May 8, Nidec's leadership concluded that continuing the TOB would 'significantly lack economic rationality' given the circumstances. The company's chairman, Mitsuya Kishida, had previously expressed a desire to collaborate with Minebea Mitsumi, stating, "Even after receiving the opposing opinions, our desire to become one group remains unchanged." However, he also criticized Minebea's actions as a clear 'takeover defense strategy'.
On April 16, 2025, Nidec had sought a provisional disposition from the Tokyo District Court to halt Minebea's countermeasures. Unfortunately for Nidec, the court dismissed this application on May 7, just a day before the withdrawal announcement. This dismissal was a significant setback for Nidec, as it reinforced Minebea's position against the takeover.
Minebea Mitsumi had repeatedly requested extensions to the TOB process, hoping to negotiate a more favorable outcome. However, Nidec proceeded with its plans as scheduled, which only intensified the conflict between the two firms. The tension escalated as Minebea announced its strategy to lower Nidec's shareholding ratio through the issuance of new subscription rights, a tactic aimed at making the takeover more difficult.
As a result of this corporate skirmish, Nidec's withdrawal from the TOB signifies the end of an aggressive takeover attempt that had begun in December 2024 when Nidec first proposed the acquisition without prior consultation. The fallout from this decision is likely to reverberate throughout the industry, as both companies reassess their strategies moving forward.
In light of this development, analysts are closely watching how Minebea will utilize its newfound position. With Nidec's shares tendered up to this point being returned starting May 9, 2025, the dynamics of the market could shift significantly. The implications for both companies could be profound, as they navigate the aftermath of this high-stakes corporate maneuvering.
In summary, Nidec's withdrawal from its tender offer for Minebea Mitsumi highlights the complexities of corporate takeovers in today's business environment. The unfolding narrative serves as a reminder of the strategic calculations companies must make in the face of opposition, and the potential for legal battles to shape the outcomes of such high-profile negotiations.
