Offer Period for up to an additional 10 business days to allow for additional tendering of shares. ‘§Method of Tender OfferTo be conducted through a public tender offer in accordance with the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) and other relevant laws and regulations. ‘¨Settlement DateFor the Tender Offer, the settlement date will be the business day following the last day of the Tender Offer Period. ‘©Procedure for Settlement of Tender OfferThe Tender Offeror will settle the Tender Offer by transferring the Tender Offer Price to the relevant shareholder\’s account through the Japan Securities Depository Center, Inc. (\”JASDEC\”) or other appropriate means. ‘ªOther MattersThe Tender Offeror intends to make the Tender Offer in accordance with the rules and regulations of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) and other relevant laws and regulations, as well as the rules and regulations of the Tokyo Stock Exchange, Inc., and other relevant organizations. The Tender Offeror also intends to comply with the rules and regulations of the relevant foreign countries where the Tender Offer may be conducted. In addition, the Tender Offeror intends to promote fairness and transparency in the Tender Offer and to provide equal treatment to all shareholders of the Target Company. 2. Purpose, etc. of the Tender Offer, etc. ‘ (1) Background of the Tender Offer, etc.Nidec Corporation (the \”Tender Offeror\”) is a global leader in the design, development, and production of electric motors, motor application products, and related equipment. The Tender Offeror aims to become the world\’s leading comprehensive machine tool manufacturer and believes that through the Transaction, it will be able to build a relationship with Makino Milling Machine Co., Ltd. (the \”Target Company\”) to achieve this goal. The Tender Offeror believes that the Transaction will allow the Target Company to further enhance its corporate value by leveraging the Tender Offeror\’s global network, technological capabilities, and financial resources. The Tender Offeror also believes that the Transaction will benefit the Target Company\’s shareholders, employees, customers, and other stakeholders by creating synergies between the two companies and contributing to the growth and competitiveness of the combined entity. The Tender Offeror has carefully considered the terms and conditions of the Tender Offer, including the Tender Offer Price, and believes that the Transaction is in the best interests of the Target Company and its shareholders. ‘¡(2) Purpose, etc. of the Tender Offer, and Management Policy after the Tender OfferThe Tender Offeror believes that the acquisition of the Target Company will create significant synergies and growth opportunities for both companies. The Tender Offeror intends to work closely with the Target Company to enhance its product lineup, expand its market presence, and strengthen its competitive position in the global machine tool industry. The Tender Offeror also intends to support the Target Company\’s continued growth and development by providing access to its global network, technology, and resources. The Tender Offeror is committed to maintaining the Target Company\’s existing operations, brands, and management team, and to preserving its corporate culture and values. The Tender Offeror believes that by combining the strengths of both companies, they will be able to accelerate innovation, drive operational efficiencies, and deliver superior value to customers and shareholders. The Tender Offeror is confident that the Transaction will create long-term value for all stakeholders and is committed to working collaboratively with the Target Company to ensure a smooth and successful integration process. ‘¢(3) Decision-Making ProcessThe Tender Offeror has carefully considered the terms and conditions of the Tender Offer, including the Tender Offer Price, and believes that the Transaction is in the best interests of the Target Company and its shareholders. The Tender Offeror has consulted with its financial and legal advisors and has conducted a thorough review of the Target Company\’s business, financial condition, and prospects. The Tender Offeror has also considered the potential benefits and risks of the Transaction, as well as the interests of the Target Company\’s shareholders, employees, customers, and other stakeholders. Based on this analysis, the Tender Offeror has determined that the Transaction is a strategic and financially attractive opportunity for both companies. The Tender Offeror is confident that the Transaction will create significant value for the Target Company and its shareholders and is committed to completing the Tender Offer in a timely and efficient manner. ‘£(4) Management Policy after the Tender OfferAfter the completion of the Tender Offer, the Tender Offeror intends to make the Target Company a wholly owned subsidiary and to support its continued growth and development. The Tender Offeror is committed to maintaining the Target Company\’s existing operations, brands, and management team, and to preserving its corporate culture and values. The Tender Offeror intends to work collaboratively with the Target Company to identify and pursue opportunities for synergies and growth, and to leverage its global network, technology, and resources to enhance the Target Company\’s competitive position in the market. The Tender Offeror is confident that together, the two companies will be able to achieve their shared goal of becoming the world\’s leading comprehensive machine tool manufacturer and delivering superior value to customers and shareholders. The Tender Offeror is committed to creating a successful and sustainable partnership with the Target Company and is excited about the potential for future collaboration and innovation. 3. Outline of the Tender Offer PreconditionsThe Tender Offer is subject to the satisfaction of the following conditions (collectively, the \”Tender Offer Preconditions\”) or the waiver by the Tender Offeror of the Tender Offer Preconditions: ‘ (1) Approval by Relevant AuthoritiesThe Tender Offer shall be subject to the receipt of all necessary approvals, permits, and waivers from relevant authorities, including antitrust authorities, in Japan and other relevant jurisdictions. ‘¡(2) Approval by the Target Company\’s Board of DirectorsThe Tender Offer shall be subject to the approval of the Target Company\’s Board of Directors and any special committee established by the Target Company to evaluate the Tender Offer. ‘¢(3) Absence of Material Adverse ChangeThe Tender Offer shall be subject to the absence of any material adverse change in the business, financial condition, assets, liabilities, results of operations, prospects, or operations of the Target Company. ‘£(4) No Violation of LawsThe Tender Offer shall be subject to the absence of any violation or non-compliance with any applicable laws, regulations, or agreements by the Target Company. ‘¥(5) No LitigationThe Tender Offer shall be subject to the absence of any litigation or legal proceedings that may have a material adverse effect on the Target Company. ‘¤(6) Other ConditionsThe Tender Offer shall be subject to the satisfaction of any other conditions that the Tender Offeror may determine to be necessary or advisable for the consummation of the Tender Offer. 4. Tender Offer PriceThe Tender Offer Price is 11,000 yen per share. The Tender Offer Price is based on the closing price of the Target Company\’s Stock on the TSE Prime Market on December 26, 2024 (the base date), which is the business day immediately prior to the announcement of the scheduled commencement of the Tender Offer, and the simple average closing prices for the last 1 month, 3 months, and 6 months prior to that date. The Tender Offer Price includes the following premiums (rounded off to two decimal places):- 41.94% of the closing price of 7,750 yen on the base date- 54.67% of the 1-month simple average closing price of 7,112 yen- 67.89% of the 3-month simple average closing price of 6,552 yen- 74.24% of the 6-month simple average closing price of 6,313 yen The Tender Offer Price represents a significant premium over the recent trading prices of the Target Company\’s Stock and provides an attractive opportunity for shareholders to realize value for their investment. 5. Future OutlookThe Tender Offeror believes that the Transaction will create significant value for both companies and their shareholders. The Tender Offeror is excited about the potential for collaboration and innovation between the two companies and is committed to supporting the Target Company\’s continued growth and development. The Tender Offeror is confident that together, the two companies will be able to achieve their shared goal of becoming the world\’s leading comprehensive machine tool manufacturer and delivering superior value to customers and shareholders. The Tender Offeror is committed to creating a successful and sustainable partnership with the Target Company and looks forward to a bright future of growth and success. 6. Contact InformationFor inquiries regarding the Tender Offer, please contact: Nidec CorporationInvestor Relations DepartmentTel: +81-75-935-6140Email: [email protected] note that the contents of this press release are for informational purposes only and do not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Tender Offer will be made pursuant to the terms and conditions set forth in the Tender Offer documents to be filed with the relevant authorities. Shareholders of the Target Company are advised to read the Tender Offer documents carefully and to seek advice from their financial, legal, and tax advisors before making any decisions regarding the Tender Offer. This press release contains forward-looking statements that reflect the Tender Offeror\’s current expectations and beliefs. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. The Tender Offeror disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Thank you for your attention.\”
