Three firms are guiding Tokyo-listed Japanese motor maker Nidec on an unsolicited takeover bid launched for tool manufacturer Makino Milling Machine for JPY257.28 billion (USD1.7 billion).
Nidec’s attempted tender offer for a full stake in the Tokyo-listed Japanese machine tool manufacturer, or 23,388,772 shares at JPY11,000 apiece excluding treasury stock, is expected to commence in April 2025.
In response to the unsolicited takeover bid, Makino has appointed Nishimura & Asahi as Japanese law counsel and Sullivan & Cromwell as US law counsel. It has also established a special committee, consisting of four independent external directors who are being advised by Anderson Mori & Tomotsune, to review the unsolicited tender offer.
For Nidec to execute its tender offer to make Makino a wholly-owned subsidiary, the Japanese motor maker must obtain competition law clearance from authorities in Japan, the US, China, EU and Türkiye. It also must obtain foreign investment regulatory clearance from authorities in the US, Germany, France, Italy, Slovakia, Spain and the Czech Republic.
Masakazu Iwakura, a senior partner at TMI Associates in Tokyo, is the lead partner advising Nidec on the tender offer. He told Asia Business Law Journal that his firm was serving as global lead counsel to Nidec, advising the Japanese motor maker on executing the tender offer in accordance with the Ministry of Economy, Trade and Industry’s guidelines issued in August 2023 on corporate takeovers towards enhancing corporate value and securing shareholder interests.
Iwakura added that Freshfields and Davis Polk were retained by Nidec as regional legal counsel for obtaining clearance from relevant authorities in the world under applicable competition laws and foreign direct investment regulations for this transaction. Davis Polk was retained for American continental jurisdictions, and Freshfields was hired for mainly EU jurisdictions.
Davis Polk’s Tokyo-based partner Ken Lebrun confirmed with Asia Business Law Journal that he led his firm’s team, including partners Paul Marquardt and Ronan Harty, in assisting Nidec with US aspects of the transaction including US regulatory filings.
If Nidec’s tender offer is successful, it would mark the company’s fourth acquisition of a major machine tool maker in Japan after Mitsubishi Heavy Industries Machine Tool in 2021, OKK in 2022 and Takisawa in 2023, Nikkei Asia Review .
