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M&A and Subsidiary Changes6135Makino Milling Machine Co.,Ltd.Machinery

Notice Regarding the Decision by MMホールディングス株式会社 Not to Make a Tender Offer for Shares of 株式会社牧野フライス製作所 (Securities Code: 6135)

MMホールディングス accepted the recommendation under the Foreign Exchange and Foreign Trade Act to discontinue the transaction and decided not to make a tender offer for 株式会社牧野フライス製作所. The two companies mutually terminated by agreement the tender offer agreement entered into on 3 June 2025.

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This transaction

This tender offer
CounterpartyMMホールディングス株式会社
Disclosing companyMakino Milling Machine Co.,Ltd.
株式会社牧野フライス製作所Subject of this transactionNumber of shares acquired None acquired (the tender offer will not be made)
Contract Date3 June 2025 (tender offer agreement); 30 April 2026 (agreement to terminate)
Execution Date / Effective DateNot executed (no execution date or effective date for the tender offer is stated)
Target company

Manufacture of high-performance machine tools widely used by manufacturers of defense equipment in Japan, as well as the related technologies and information

Procedures and assumptions
Conditions Precedent to Execution対応 to procedures and recommendations by the Minister of Finance and the Minister of Economy, Trade and Industry under the Foreign Exchange and Foreign Trade Act. The two ministers recommended discontinuing this tender offer and the acquisition of these shares, and the tender offeror accepted the recommendation.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameMMホールディングス株式会社
Name of the Subject Company株式会社牧野フライス製作所
Business Description of the Subject CompanyManufacture of high-performance machine tools widely used by manufacturers of defense equipment in Japan, as well as the related technologies and information
Number of shares acquiredNone acquired (the tender offer will not be made)
Contract Date3 June 2025 (tender offer agreement); 30 April 2026 (agreement to terminate)
Execution Date / Effective DateNot executed (no execution date or effective date for the tender offer is stated)
Conditions Precedent to Execution対応 to procedures and recommendations by the Minister of Finance and the Minister of Economy, Trade and Industry under the Foreign Exchange and Foreign Trade Act. The two ministers recommended discontinuing this tender offer and the acquisition of these shares, and the tender offeror accepted the recommendation.
Items this document does not state (24)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Minister of Finance and the Minister of Economy, Trade and Industry recommended that the tender offer and the subsequent acquisition of shares be discontinued on the grounds that the acquisition of shares in the target company constituted inward direct investment, etc. related to national security and other matters. The tender offeror accepted the recommendation.

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Notice Regarding the Decision by MMホールディングス株式会社 Not to Make a Tender Offer for Shares of 株式会社牧野フライス製作所 (Securities Code: 6135) | Makino Milling Machine Co.,Ltd. (6135) timely disclosure | Komori