JAPAN Trends and Developments Contributed by: Yo Ota and Bonso Morimoto, Nishimura & Asahi
• appointing Mr Stephen Hayes Dacus as the new representative director and CEO; • pursuing an IPO of 7-Eleven, Inc (which operates a convenience store business in North America) by the second half of 2026; and • selling its food supermarket and specialty store businesses to Bain Capital for approximately JPY814 billion, and using the proceeds and other funds to carry out a total of JPY2 trillion yen in shareholder returns by the fiscal year 2030. Finally, in July 2025, ACT officially withdrew its acqui- sition proposal; therefore, the acquisition was not On 27 December 2024, without any prior consulta- tion or dialogue, Nidec Corporation (“Nidec”), Japan’s leading comprehensive motor manufacturer, suddenly disclosed a plan to launch an unsolicited tender offer (commencing on 4 April 2025) to acquire all of the shares of Makino Milling Machine Co, Ltd (“Makino”), a comprehensive Japanese manufacturer of machine tools. Based on the acquisition plan, Nidec set the minimum acceptance number at one half of all voting rights in Makino. After Nidec’s plan was made public, Makino repeatedly requested that Nidec: • postpone the commencement date of the TOB to a date after May 9th, in order to secure sufficient time and information for Makino’s shareholders to determine whether to approve the acquisition pro- posal and to explore other potentially favourable competing takeover offers; and • raise the minimum acceptance number from one half to two thirds in order to mitigate the coercive nature of the TOB. On March 10th, Makino received an initial letter of intent from a potential acquirer and therefore request- ed once again that Nidec extend the commencement date of the TOB in order to secure sufficient time for consideration. As Nidec continued to withhold a con- crete response, Makino decided to introduce a takeo- ver defence measure (a Japanese rights plan, which is similar to a poison pill in the United States) on March 19th. Nevertheless, Nidec commenced the TOB as scheduled on April 4th; on April 10th, Makino therefore consummated. Nidec v Makino
decided to adopt a takeover defence measure on the condition that the plan be ratified by a simple major- ity vote in favour of its implementation at Makino’s shareholders’ meeting. With respect to the validity of the takeover defence measure, on May 7th the Tokyo District Court approved its implementation and did not enjoin the activation of the measure. In response to the court’s decision, on May 9th, Nidec withdrew its unsolicited tender offer, and the TOB ultimately failed. Details of this decision are provided in The Court Decision in Nidec v Makino below. Unsolicited Takeover Bits for Listed Real Estate Investment Companies On 28 January 2025, Citco Trustees (UT) Ltd as trus- tee of 3D Endeavour Master Fund II (“Citco”, which was an affiliate fund of the Singapore-based fund 3D Investment), without any prior consultation or dia- logue, launched an unsolicited tender offer to acquire the investment units of NTT UD REIT Investment Cor- poration (NTT UD REIT). In this case, the unsolicited tender offer failed on 21 March 2025. Furthermore, on 13 February 2025, without any pri- or consultation or dialogue, Citco also launched an unsolicited tender offer to acquire the investment units of Hankyu Hanshin REIT, Inc. As in the NTT UD REIT case, on 4 April 2025 the unsolicited tender offer was unsuccessful. In both cases, the number of targeted units offered for sale through the TOB did not reach the minimum acceptance number required to com- plete the TOB. Although these TOBs were not successfully complet- ed, they suggest that unsolicited takeover bids for listed real estate investment companies may become more active in the Japanese market. Another key case On 7 May 2025, Mr Hiroyuki Maki, the representative director of Buffalo, Inc, launched an unsolicited ten- der offer to acquire shares of BASE, Inc, a Japanese company engaged in e-commerce and other financial services, with a ceiling limit of 30%. In response, on 15 May 2025, BASE announced that it would actively oppose the unsolicited tender offer, mainly due to the unclear purpose of the investment and doubts as to whether it would contribute to enhancing BASE’s
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