Nidec Corporation (TSE: 6594; OTC US: NJDCY) (the “Company” or “Nidec”) announced today that KGI Securities as its TOB agent has disclosed the fulfillment of all the conditions of tender offer for shares of 48.0% of the outstanding shares of Chaun-Choung Technology Corp. (TWSE: 6230) (“CCI”) based in Taiwan which was commenced on October 3, 2018 (the “Tender Offer”).
This transaction does not fall under the public tender offer defined in Paragraph 1, Article 27-2 of the Financial Instruments and Exchange Act of Japan.
1. Outline of the Tender Offer
| (1) Tender Offeror | Nidec Corporation | |
| (2) Target Company | Chaun-Choung Technology Corp. | |
| (3) Tender Offer Period | October 3, 2018 through November 21, 2018 (“Tender Offer Period”) | |
| (4) Class of shares for Tender Offer | Common stock | |
| (5) Tender Offer price | TWD 108 per share | |
| (6) Tender Offer funds | Approximately TWD 4,476 million | |
| (7) Minimum number of shares to be purchased | When 28,838,695 shares of CCI (which are equivalent to 33.4% of the shares outstanding) are subscribed, the Company will execute the Tender Offer. |
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| (8) Maximum number of shares to be purchased | The maximum number of shares is set to 41,444,831 shares (which are equivalent to 48.0% of the shares outstanding) to be acquired. | |
2. Schedule
KGI Securities has disclosed the fulfillment of all the conditions of the Tender Offer and the Company is going to execute the Tender Offer as it has planned.
| (1) Date of the resolution of the Board of Directors meeting | October 1, 2018 |
| (2) Commencement of Tender Offer Period | October 3, 2018 |
| (3) Expiration of Tender Offer Period | November 21, 2018 (tentative) |
| (4) Date of stock transfer | November 30, 2018 (tentative) |
3. Future Outlook
Nidec will disclose the results of the Tender Offer as promptly as possible. The Tender Offer is expected to have no significant impact on Nidec’s consolidated financial performance for the fiscal year ending March 31, 2019. Nidec will make additional disclosure on a timely basis in accordance with the rules of the Tokyo Stock Exchange upon determination of further details.
Cautionary Statement Concerning Forward-Looking Information
This press release contains forward-looking statements regarding the intent, belief, strategy, plans or expectations of the Nidec Group or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the risks to successfully integrating the acquired business with the Nidec Group, the anticipated benefits of the Tender Offer not being realized, changes in general economic conditions, shifts in technology or user preferences for particular technologies and changes in business and regulatory environments. The Nidec Group does not undertake any obligation to update the forward-looking statements contained herein or the reasons why actual results could differ from those projected in the forward-looking statements except as may be required by law.
