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

(Update on Previously Disclosed Matter) Notice Regarding MMホールディングス株式会社 Not Conducting a Tender Offer for Our Shares

The tender offer by MMホールディングス株式会社 to acquire all shares of Makino Milling Machine Co.,Ltd. will not be implemented because the offeror accepted the recommendation under the Foreign Exchange and Foreign Trade Act to suspend the tender offer. The two companies mutually terminated the tender offer agreement effective 30 April 2026.

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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 transaction
Date of board resolution30 April 2026
Contract Date30 April 2026
Execution Date / Effective Date30 April 2026 (the tender offer will not be implemented)
Procedures and assumptions
Special CommitteeEstablished (10 January 2025). The number and attributes of the members are Not disclosed
Conditions Precedent to ExecutionCompletion of the procedures and actions required under domestic and foreign competition laws and domestic and foreign investment regulations, including obtaining the required clearance
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
Date of board resolution30 April 2026
Contract Date30 April 2026
Execution Date / Effective Date30 April 2026 (the tender offer will not be implemented)
Special CommitteeEstablished (10 January 2025). The number and attributes of the members are Not disclosed
Conditions Precedent to ExecutionCompletion of the procedures and actions required under domestic and foreign competition laws and domestic and foreign investment regulations, including obtaining the required clearance
Items this document does not state (24)
Business Description of the Subject CompanyLocation 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 periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionManagement 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, pursuant to the Foreign Exchange and Foreign Trade Act, that the tender offer and the subsequent acquisition of shares be suspended, and the offeror accepted the recommendation. As a result, it became certain that the required clearance could not be obtained.

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(Update on Previously Disclosed Matter) Notice Regarding MMホールディングス株式会社 Not Conducting a Tender Offer for Our Shares | Makino Milling Machine Co.,Ltd. (6135) timely disclosure | Komori