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Business Wire
4 days ago
- Business
- Business Wire
Hibiki Path Advisors Launch a Public Campaign as the Largest Shareholder of JAPAN PURE CHEMICAL CO., LTD.
TOKYO--(BUSINESS WIRE)--Hibiki Path Advisors ('we', 'us', 'our') has decided to launch a public campaign, including shareholder proposals, directed at one of our portfolio companies, JAPAN PURE CHEMICAL CO., LTD. (Securities Code: 4973) (hereinafter referred to as 'the Company', 'JPC'), in the lead-up to its 54 th Annual General Meeting of Shareholders scheduled for 20 th June 2025. As the largest shareholder of the Company, our aim with this campaign is to protect and enhance the common interests of all shareholders. Opposition to the reappointment of Director and Honorary Advisor Masao Watanabe to the Board W ith regard to the other director nominees, we plan to oppose the election of eight individuals (including substitute candidates), excluding Mr. Tomoyuki Kojima and Ms. Momoe Kuromatsu (*1) Plan to oppose the transition to a company with an Audit and Supervisory Committee (*1) S hareholder proposal (Item 10): Enhancement of stock-based compensation for directors (excluding outside directors) S hareholder proposal (Item 11): Partial amendment to the Articles of Incorporation regarding the decision-making body for matters such as surplus dividends S hareholder proposal (Items 12 and 13): Strengthening of shareholder returns to improve ROE (including share buybacks and increased dividends) *1 For the rationale behind why items 1. and 2. remain under consideration rather than being finalized, please refer to the attached statement of purpose. For further details regarding the public campaign, please refer to the statement of purpose via the link below: " Regarding the Public Campaign as the largest Shareholder of JAPAN PURE CHEMICAL CO., LTD." We have consistently engaged with the Company over several years earnestly, with our sole intention to guide the Company to take more proactive measures to maximize corporate value. Despite our longstanding, friendly, and earnest proposals since 2018 and the fact that we are currently the largest shareholder holding approximately 18% of the shares (excluding treasury shares) as of the end of March 2025, the Company has completely disregarded our fair requests and abandoned efforts to bridge the differences in opinion. As a result, we have reached the decision to launch a campaign including the submission of shareholder proposals with the aim of protecting the collective interests of all shareholders. As a premise of this campaign, it is a fact that Board of Directors have the fiduciary duty to act in the best interest of the Company and the shareholders. Despite that, JPC board has been avoiding earnest engagement from the requests of general shareholders, including us as the largest shareholder and this continued management practices neglect their fiduciary duties as well as true advancement of corporate value. In our view, the primary cause of this governance failure lies in two factors. First is the continued dominance of Director/Senior Advisor Masao Watanabe (hereinafter referred to as 'Watanabe'), who has retained effective control of JPC for approximately 25 years since the Company's MBO, despite completely failing to generate corporate value during his term. Second is the uniquely structured board of directors (including independent directors), where repeated appointments from limited corporate groups have created conditions that hinder effective oversight. Despite such governance failure, we find it utterly disappointing for the JPC Board of Directors' intention to propose again for the reappointment of Watanabe in this year's General Meeting of Shareholders but additionally establish an Audit and Supervisory Committee structure that appears to significantly delegate authority to internal executive directors which appear to potentially further strengthen Watanabe's de facto control. The company has tried to persist with a board composition that appears to be a continuation of the existing structure, which demonstrates not only a complete lack of reflection on the prolonged destruction of corporate value but also a troubling unwillingness to listen to the legitimate voices of shareholders. Under the banner of a so-called "second founder," the Company has effectively deified Watanabe, thereby forfeiting a critical opportunity for fundamental transformation. We observe that there is serious lacking in fiduciary duty of the Company's Board of Directors as the Company's prolonged underperformance while continuing to implement piecemeal measures and deferring fundamental decisions. Not only did the Company Board of Directors fail to uphold common interests of shareholders, they also undermined the Company's competitive advantage and value creation. Such inaction ultimately harms all stakeholders, including customer relationships and the livelihoods of employees committed to the Company. We respectfully ask our fellow shareholders to support our proposal to enhance and maximize the common interests of all shareholders. Furthermore, we urge you, as fellow shareholders, to carefully consider whether the company's proposals – including the amendment of the Articles of Incorporation to transition to a company with an Audit and Supervisory Committee, and the election of directors, truly contribute to the fundamental enhancement of the company's corporate value, and so we urge you to exercise your shareholder rights with sound and thoughtful judgment. Note: This post does not constitute a solicitation for an offer to acquire or recommend the purchase or sale of specific securities, or advice on investment, legal, tax, accounting, or any other matters. In the event of any discrepancy or conflict between the English and Japanese versions, unless otherwise noted, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated. Sincerely yours,
Business Wire
09-05-2025
- Business
- Business Wire
Nidec Announces the Withdrawal of the Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)
KYOTO, Japan--(BUSINESS WIRE)--Nidec Corporation (TOKYO: 6594) (OTC US: NJDCY) ('Nidec' or the 'Company') announced that the Company decided to withdraw the acquisition of shares of common stock of Makino Milling Machine Co., Ltd. (the 'Target Company') , a company listed on the Prime Market of the Tokyo Stock Exchange, Inc., through a tender offer (the 'Tender Offer') effective May 9, 2025. As announced in the press release dated April 3, 2025, titled 'Notice Regarding Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)' (as amended by and including corrections made by the press release dated April 7, 2025, titled '(Correction) Notice Regarding Partial Correction of 'Notice Regarding Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)''), Nidec Corporation resolved on April 3, 2025, by the Board of Directors to acquire shares of common stock of Makino Milling Machine Co., Ltd., a company listed on the Prime Market of the Tokyo Stock Exchange, Inc., through a tender offer in accordance with the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), as part of a series of transactions aimed at making the Target Company a wholly owned subsidiary of the Company, and the Company commenced the Tender Offer on April 4, 2025. However, at today's Board of Directors meeting, it was determined that if an allotment of share options without contribution is implemented in accordance with the response policy to the Tender Offer, there is a possibility of causing damage to the Company, and maintaining the Tender Offer would be significantly economically unreasonable. Therefore, Nidec announced that the Company decided to withdraw the Tender Offer effective May 9, 2025. For further details, please refer to the Tender Offer Withdrawal Registration Statement that will be submitted to the Director of the Kanto Local Finance Bureau on May 9, 2025. 1. Name and Location of the Tender Offeror Name: Nidec Corporation Location: 338 Kuzetonoshiro-cho, Minami-ku, Kyoto, Japan 2. Details of the Tender Offer (1) Name of the Target Company Makino Milling Machine Co., Ltd. (2) Type of Share Certificates, etc. to be Purchased Common Stock (3) Period of the Tender Offer 3. Commencement Date, Method, and Place of the Return of Tendered Share Certificates, etc. (1) Commencement Date of Return Friday, May 9, 2025 (2) Method and Place of Return of Share Certificates, etc. The tender offer agent will return the necessary share certificates, etc. to the state at the time of tendering in the tendering shareholder's account with the tender offer agent (the state at the time of tendering means the state where the execution of the tendering order for the Tender Offer has been cancelled). (3) Name and Location of Financial Instruments Business Operators and Banks Handling the Return of Share Certificates, etc. Mita Securities Co., Ltd. 3-11 Nihonbashi Kabutocho, Chuo-ku, Tokyo Monex, Inc. 1-12-32 Akasaka, Minato-ku, Tokyo 4. Place where a Copy of the Tender Offer Withdrawal Registration Statement is Available for Public Inspection Nidec Corporation (338 Kuzetonoshiro-cho, Minami-ku, Kyoto) Tokyo Stock Exchange, Inc. (2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo) Expand
Yahoo
19-03-2025
- Business
- Yahoo
Nidec Announces Its Submissions of Answers to the Third Questionnaire from Makino Milling Machine Co., Ltd. (Securities Code: 6135)
KYOTO, Japan, March 19, 2025--(BUSINESS WIRE)--Nidec Corporation (TOKYO:6594) (OTC US: NJDCY) ("Nidec" or the "Company") announced that it submitted answers to Makino Milling Machine Co., Ltd. (listed on Tokyo Stock Exchange Inc.'s Prime Market) (the "Target Company") in response to the third questionnaire, a document dated March 11, 2025 that Nidec received from the Target Company. As explained in the press release, "Notice Regarding Scheduled Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)," dated December 27, 2024, Nidec, as part of a series of transactions (the "Transaction") for the purpose of making Makino Milling Machine Co., Ltd. a wholly owned subsidiary of the Company, decided to acquire the shares of common stock of the Target Company through a tender offer, and on the same day submitted to it a letter of intent regarding the Transaction. The Company intends to continue to provide the Target Company with information that it needs to disclose its opinions regarding the Transaction, in a sincere, timely, and appropriate manner. The answers to the questionnaire: View source version on Contacts Teruaki UragoGeneral ManagerInvestor Relations+81-75-935-6140ir@
Yahoo
19-02-2025
- Business
- Yahoo
Nidec Announces Its Submission of Answers to the Second Questionnaire from Makino Milling Machine Co., Ltd. (Securities Code: 6135)
KYOTO, Japan, February 19, 2025--(BUSINESS WIRE)--Nidec Corporation (TOKYO: 6594) (OTC US: NJDCY) ("Nidec" or the "Company") announced that it submitted answers to Makino Milling Machine Co., Ltd. (listed on Tokyo Stock Exchange Inc.'s Prime Market) (the "Target Company") in response to the second questionnaire, a document dated February 7, 2025 that Nidec received from the Target Company. As explained in the press release, "Notice Regarding Scheduled Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)," dated December 27, 2024, Nidec, as part of a series of transactions (the "Transaction") for the purpose of making Makino Milling Machine Co., Ltd. a wholly owned subsidiary of the Company, decided to acquire the shares of common stock of the Target Company through a tender offer, and on the same day submitted to it a letter of intent regarding the Transaction. The Company intends to continue to provide the Target Company with information that it needs to disclose its opinions regarding the Transaction, in a sincere, timely, and appropriate manner. The answers to the questionnaire: -###- [Restrictions on solicitation] This press release is intended to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer to sell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement. [Future Forecasts] This press release may contain forward-looking statements, including those related to the future business of Nidec Corporation (the "Tender Offeror" or the "Offeror") and other companies, such as "anticipate," "expect," "intend," "plan," "believe," and "assume." Such statements are based on the Tender Offeror's current business prospects and may change as a result of future developments. The Tender Offeror is under no obligation to update any forward-looking statements in this information to reflect actual business performance or changes in various circumstances or conditions. This press release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act. The actual results may be grossly different from the projections implied or expressly stated as "forward-looking statements" due to known or unknown risks, uncertainties or other factors. None of the Offeror or its affiliates assures that such express or implied projections set forth herein as "forward-looking statements" will eventually prove to be correct. "Forward-looking statements" contained herein were prepared based on the information available to the Tender Offeror as of the date of this press release and, unless required by laws and regulations, neither Tender Offeror nor its related parties including related companies shall have the obligation to update or correct the statements made herein in order to reflect the future events or circumstances. [U.S. Regulations] The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. Specifically, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; "Securities Exchange Act") or the rules promulgated under such Sections do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder. It is not necessarily the case that all financial information in this press release is equivalent to financial statements of companies in the United States. It may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Offeror and Makino Milling Machine Co., Ltd. ("the Target") are incorporated outside the United States and their directors are non-U.S. residents. Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court. The financial advisors of the Offeror or Target and their respective affiliates may, within their ordinary course of business, purchase, or conduct any act toward the purchase of, the shares of the common stock of the Target for their own account or for their customers' accounts outside the Tender Offer prior to the commencement of, or during, the period of the Tender Offer, etc. in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act to the extent permissible under the financial instruments and exchange laws and other applicable laws and regulations in Japan. If any information concerning such purchase is disclosed in Japan, the disclosure of such information will be made in the United States in a similar manner. All the procedures in connection with the Tender Offer shall be taken in the Japanese language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, the Japanese documents shall prevail in case of any discrepancies between Japanese documents and corresponding English documents. [Other Countries] Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only. View source version on Contacts Teruaki UragoGeneral ManagerInvestor Relations+81-75-935-6140ir@ Sign in to access your portfolio
Yahoo
05-02-2025
- Business
- Yahoo
Nidec Announces Its Submission of Answers to the Questionnaire from Makino Milling Machine Co., Ltd.(Securities Code: 6135)
KYOTO, Japan, February 05, 2025--(BUSINESS WIRE)--Nidec Corporation (TOKYO: 6594) (OTC US: NJDCY) ("Nidec" or the "Company") announced that it submitted answers to Makino Milling Machine Co., Ltd. (listed on Tokyo Stock Exchange Inc.'s Prime Market) (the "Target Company") in response to the questionnaire, a document dated January 28, 2025 that Nidec received from the Target Company. As explained in the press release, "Notice Regarding Scheduled Commencement of Tender Offer for Makino Milling Machine Co., Ltd. (Securities Code: 6135)," dated December 27, 2024, Nidec Corporation, as part of a series of transactions (the "Transaction") for the purpose of making Makino Milling Machine Co., Ltd. a wholly owned subsidiary of the Company, decided to acquire the shares of common stock of the Target Company through a tender offer, and on the same day submitted to it a letter of intent regarding the Transaction. The Company intends to continue to provide the Target Company with information that it needs to disclose its opinions regarding the Transaction, in a sincere, timely, and appropriate manner. The answers to the questionnaire: [Restrictions on solicitation] This press release is intended to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer to sell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement. [Future Forecasts] This press release may contain forward-looking statements, including those related to the future business of Nidec Corporation (the "Tender Offeror" or the "Offeror") and other companies, such as "anticipate," "expect," "intend," "plan," "believe," and "assume." Such statements are based on the Tender Offeror's current business prospects and may change as a result of future developments. The Tender Offeror is under no obligation to update any forward-looking statements in this information to reflect actual business performance or changes in various circumstances or conditions. This press release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act. The actual results may be grossly different from the projections implied or expressly stated as "forward-looking statements" due to known or unknown risks, uncertainties or other factors. None of the Offeror or its affiliates assures that such express or implied projections set forth herein as "forward-looking statements" will eventually prove to be correct. "Forward-looking statements" contained herein were prepared based on the information available to the Tender Offeror as of the date of this press release and, unless required by laws and regulations, neither Tender Offeror nor its related parties including related companies shall have the obligation to update or correct the statements made herein in order to reflect the future events or circumstances. [U.S. Regulations] The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily identical to the procedures and information disclosure standards applied in the United States. Specifically, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended; "Securities Exchange Act") or the rules promulgated under such Sections do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder. It is not necessarily the case that all financial information in this press release is equivalent to financial statements of companies in the United States. It may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Offeror and Makino Milling Machine Co., Ltd. ("the Target") are incorporated outside the United States and their directors are non-U.S. residents. Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court. The financial advisors of the Offeror or Target and their respective affiliates may, within their ordinary course of business, purchase, or conduct any act toward the purchase of, the shares of the common stock of the Target for their own account or for their customers' accounts outside the Tender Offer prior to the commencement of, or during, the period of the Tender Offer, etc. in accordance with the requirements of Rule 14e-5(b) under the Securities Exchange Act to the extent permissible under the financial instruments and exchange laws and other applicable laws and regulations in Japan. If any information concerning such purchase is disclosed in Japan, the disclosure of such information will be made in the United States in a similar manner. All the procedures in connection with the Tender Offer shall be taken in the Japanese language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, the Japanese documents shall prevail in case of any discrepancies between Japanese documents and corresponding English documents. [Other Countries] Some countries or regions may impose restrictions on the announcement, issue or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes only. View source version on Contacts Teruaki UragoGeneral ManagerInvestor Relations+81-75-935-6140ir@ Sign in to access your portfolio
