Nidek Launches Takeover Bid for TAKISAWA as Favorable Opinion is Expressed

Nidek Initiates Tender Offer for TAKISAWA in Effort to Expand Machine Tool Business

Tokyo, September 13 – Nidek (6594.T) announced today that it will commence a takeover bid (TOB) for TAKISAWA (6121.T) starting on September 14. The decision came after TAKISAWA, which had previously rebuffed Nidek’s offer to become a subsidiary, expressed its favorable opinion on the proposed acquisition.

Last year, TAKISAWA had rejected Nidek’s offer, but this time around, they accepted it, citing a “sincere acquisition offer” that includes paying a premium to shareholders, thus contributing to an increase in corporate value.

The agreed purchase price is 2,600 yen per share, resulting in a total of approximately 16.6 billion yen for the acquisition. The TOB period will last until October 27, and TAKISAWA’s closing price on September 13 was 2,564 yen.

Nidek announced its intention to make TAKISAWA a wholly-owned subsidiary in July, aiming to expand its machine tool business as a new pillar of growth. The company submitted the takeover bid even without the acquirer’s consent.

According to Nidek, they had approached TAKISAWA for a capital alliance in 2022, but the offer was declined. Notably, none of the 71 acquisitions made by Nidek to date have been carried out without permission. The response from TAKISAWA could potentially determine whether the acquisition turns into a hostile takeover.

In a statement issued on the same day, TAKISAWA acknowledged the rejection of Nidek’s offer in 2022 to become a subsidiary through a third-party capital allotment, citing a lack of need for additional funding. However, this time, they began considering the TOB proposal, which includes a premium payout to shareholders.

Late in August, the Ministry of Economy, Trade, and Industry unveiled new guidelines for corporate acquisitions, with the goal of promoting acquisitions that enhance corporate value and ensure shareholder returns. These guidelines define a “serious acquisition proposal” based on the proposal’s specificity, purpose, feasibility, and other factors. Companies receiving such proposals are urged to promptly bring them before the board of directors and conduct a thorough evaluation, including establishing a special committee.

The majority of Japanese companies maintain a high threshold for hostile takeovers. In 2022, only two hostile takeovers were recorded against Japanese companies, according to data from M&A advisory firm RECOF.

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September 13th Nidek announced on the 13th that it will start offering a tender (TOB) for TAKISAWA on the 14th. The photo shows the Nidek logo, taken in Tokyo in July 2018 (2023 Reuters / Kim Kyung-Hoon)

TOKYO (Reuters) – Nidek (6594.T) will start a takeover bid (TOB) on the 14th after TAKISAWA (6121.T), which had proposed an acquisition, expressed a favorable opinion on the 13. Then he announced. Last year, TAKISAWA received an offer from NIDEK to make the company a subsidiary through a third-party capital installment, and had rejected the offer, but this time he accepted the offer, saying that there was a “sincere acquisition offer” that would ‘n paying a premium to shareholders would contribute to increasing corporate value.

The purchase price was 2,600 yen per share, for a total purchase price of approximately 16.6 billion yen. The period is up to October 27. TAKISAWA’s closing price on the 13th was 2,564 yen.

On July 13, NIDEK announced that it will hold a TOB with the aim of making TAKISAWA a wholly owned subsidiary in order to expand its machine tool business, which it is positioning as a new pillar. The company submitted a takeover bid without obtaining the consent of the acquirer.

According to NIDEK, he contacted TAKISAWA for a capital alliance in 2022, but was rejected. Of the 71 acquisitions that Nidek has made to date, none of them have been carried out without permission, and depending on TAKISAWA’s response, there was a possibility that the acquisition could develop into a hostile takeover.

According to a statement released by Takizawa on the same day, Takizawa rejected Nidek’s offer in 2022 to make the company a subsidiary through a third-party capital allotment, and there was no need to raise money. However, this time, the company began to consider the TOB proposal, which would pay a premium to shareholders.

At the end of August, the Ministry of Economy, Trade and Industry published new guidelines for corporate acquisitions, with the aim of promoting acquisitions that contribute to increasing corporate value and ensuring shareholder returns. Defined as a “serious acquisition proposal” based on the specificity of the proposal, the legitimacy of the purpose, feasibility, etc. When such proposals are received, they are required to bring them to the board of directors promptly and conduct “serious consideration,” such as establishing a special committee.

Japanese companies have high psychological barriers to hostile takeover. According to data from M&A advisory firm RECOF, there were only two hostile takeovers against Japanese companies in 2022.

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