2025
Aug.22, 2025
MINEBEA MITSUMI Inc.
The Company's Policy Regarding the Tender Offer for SHIBAURA ELECTRONICS CO., LTD.
MinebeaMitsumi Inc. (the "Company") has commenced a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") for all of the common shares (excluding treasury shares) of SHIBAURA ELECTRONICS CO., LTD. on May 2, 2025.
On August 14, 2025, we announced a revision to the terms of our tender offer (TOB) for SHIBAURA ELECTRONICS CO., LTD., setting the purchase price at 6,200 yen and extending the offer period until August 28.
Subsequently, today, YAGEO Corporation announced that it would offer a purchase price of 6,635 yen and extend the offer period until September 4.
Since the press conference on August 18, we have received many questions from the media asking whether the Company plans to further raise the price or extend the period. Therefore, it is our intention to communicate our stance precisely and broadly.
1. Reasons for the Company's decision at this time
There are three reasons behind the Company's decision to change the TOB terms at this time.
(1) The extremely unusual prolonged delay in YAGEO's Foreign Exchange and Foreign Trade Act clearance procedure
The situation is extremely unusual, with the waiting period being extended twice without clearance being obtained. We believe that the Japanese government will make an appropriate decision from the perspective of economic security. We therefore have serious doubts about the possibility of YAGEO's TOB being completed.
(2) Providing an opportunity to monetize their shares "quickly and with certainty to Shibaura Electronics shareholders
The Company would like to provide all Shibaura Electronics shareholders, who have been waiting for a long time, with an opportunity to monetize their shares quickly and with certainty.
(3) For the benefit of our shareholders and to free the company from insider trading
The attention of the Company is focused on realizing synergies as soon as possible and contributing to the Company's shareholders. Furthermore, it is also recognized that continuing to invest our resources may result in constraints such as restrictions on share buybacks, which could have an unacceptable impact on other strategic investment projects.
2. Trust and Synergy
It has been reported that YAGEO has begun mutual factory visits this month; however, the acquisition proposal for SHIBAURA ELECTRONICS CO., LTD. was made without consent, due diligence has not been conducted, and it is evident that no trust relationship has been established between the two companies.
Synergy is built on trust between people.
MinebeaMitsumi has formally accepted Shibaura Electronics request to act as a white knight and has proceeded with this tender offer.
We have received the favorable recommendation of Shibaura Electronics management, employees, business partners, and special committee. It is clear that there is greater synergy between our company and Shibaura Electronics. On the other hand, we believe that YAGEO's forceful approach has only served to increase Shibaura Electronics distrust.
3. TOB Price and Period
(1) Price
The proposed price of 6,200 yen is deemed reasonable and the maximum possible price, and we therefore have no plans to change the price.
(2) Period
Except as required by law, there are no plans to extend the period beyond August 28.
The above is a reiteration of the TOB terms and conditions announced on August 14. We believe that this explanation will be understood by the press, Shibaura Electronics stakeholders, and those who support Shibaura Electronics. Shareholders who agree with our proposal are kindly requested to apply to our company.
We appreciate your continued understanding and support.
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| Company Name: | MINEBEA MITSUMI Inc. |
| Representative: | Yoshihisa Kainuma Representative Director, Chairman CEO (Code No. 6479 TSE Prime Market) |
| Contact: | Yasuo Komine General Manager, Corporate Communications and Investor Relations Office |
| Phone: | +81-(0)3-6758-6703 |
The press conference regarding the tender offer of shares of SHIBAURA ELECTRONICS CO., LTD. (Securities Code: 6957) (August 18, 2025)
| The press conference regarding the tender offer of shares of SHIBAURA ELECTRONICS CO., LTD. (Securities Code: 6957) |
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(Change) Notice concerning Partial Changes of "Notice regarding Commencement of Tender Offer of Shares of SHIBAURA ELECTRONICS CO., LTD. (Securities Code: 6957)" (August 18, 2025)
Press Release published on August 14, 2025
Product information, contact and other context are subject to change without prior notice.
