JAPAN Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Michi Yamagami and Hideo Tsukamoto, Anderson Mori & Tomotsune
Yageo through the exchange of question - naires and other means. • On 10 April 2025, MinebeaMitsumi announced its intention to commence a tender offer for Shibaura Electronics (the proposed commencement date of the tender offer was 23 April 2025). The tender offer price was set at JPY4,500 per share of Shiba - ura Electronics’ common stock, exceeding Yageo’s proposal. In response, Shibaura Elec - tronics announced its opinion in support of MinebeaMitsumi’s tender offer and its opinion opposing Yageo’s tender offer. • On 17 April 2025, Shibaura Electronics announced that it had received a proposal from Yageo to increase the tender offer price for the planned tender offer to JPY5,400. • On 1 May 2025, MinebeaMitsumi announced that it would increase the tender offer price to JPY5,500 and commence the tender offer process from 2 May 2025. On the same day, Shibaura Electronics announced that it would maintain its opinion to support MinebeaM - itsumi’s tender offer and recommend its shareholders to tender their shares to such tender offer. • On 8 May 2025, Yageo announced that it would increase the tender offer price to JPY6,200 and commence the tender offer process from 9 May 2025. • On 21 May 2025, Shibaura Electronics announced that (i) it would reserve its opinion in relation to Yageo’s tender offer (changing its previous position of opposing such tender offer) and (ii) it would withdraw its opinion to recommend its shareholders to tender their shares to MinebeaMitsumi’s tender offer while
its opinion to support such tender offer was still maintained. • As of the date of publication of this guide (17 June 2025), Shibaura Electronics is currently reviewing the proposal from Yageo while also approaching MinebeaMitsumi regarding whether they have any intention to change What is groundbreaking about the above two cas - es is that both involved proposals for acquisition without consent by overseas companies. Acqui - sitions without consent by overseas players in the past were assumed to have been discussed behind the scenes, but they are now becoming a realistic possibility for Japanese companies. In particular, the fact that even a corporate giant like Seven & i, one of Japan’s most prominent flagship companies with a market capitalisation of several trillion yen, could become a target of an acquisition without consent has come as a surprise to Japanese society. The emergence of these cases marks the beginning of a new phase in the practical implementation of acquisi - tions without consent in Japan, and directors of Japanese companies are increasingly required to consider proposals for acquisitions without consent as a realistic possibility and manage their businesses accordingly. Furthermore, in the event that a proposal regarding an acqui - sition without consent is received, directors of Japanese companies must conduct a sincere review in accordance with the Guidelines, with an emphasis on the enhancement of corporate value and the interests of shareholders. the price for their tender offer. Significance of Cases 1 and 2
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