On September 16, SHIBAURA ELECTRONICS announced its agreement to a TOB (tender offer) by YAGEO Corporation, a Taiwanese electronic components manufacturer. Initially, SHIBAURA rejected YAGEO’s proposal, prompting YAGEO to proceed with a hostile takeover. In response, MinebeaMitsumi stepped in as a friendly acquirer—a so-called “white knight”—leading to a bidding war. However, MinebeaMitsumi failed to secure the minimum acceptance threshold of 50.01% it had set for its own tender offer and withdrew. YAGEO, having already cleared another key hurdle under Japan’s Foreign Exchange and Foreign Trade Act, now appears likely to succeed. With the tender offer deadline set for October 3, SHIBAURA ELECTRONICS is expected to fall under YAGEO’s umbrella and be delisted.

Earlier this year, much attention was focused on Nidec’s hostile takeover attempt of Makino Milling Machine. Makino fought back by implementing a defensive measure and enlisting an Asia-based investment fund as its white knight. In the end, Makino successfully repelled Nidec’s attempt. Until now, I cannot recall a case where the white knight lost. That makes MinebeaMitsumi’s withdrawal from the Shibaura case a turning point in how M&A involving listed companies in Japan is perceived.

Last year, the names of 94 companies disappeared from the Tokyo Stock Exchange list. In recent years, the wave of privatizations has shown no sign of stopping. Management buyouts (MBOs) stand out in particular. Behind this trend is management’s desire to free themselves from the burdens and restrictions of being listed—such as rising listing maintenance costs and pressure from activist shareholders. However, conflicts of interest inevitably remain in the valuation process. In July, the Tokyo Stock Exchange revised its listing rules regarding MBOs and full acquisitions by controlling shareholders, requiring fair procedures and reasonable valuations to ensure that general investors and minority shareholders are not disadvantaged.

On September 12, an investment fund affiliated with the former Murakami Fund (a well-known activist fund group in Japan) announced a counter tender offer against Soft99 Corporation, arguing that the MBO price “falls below book value (PBR of less than 1.0)” and undermines the interests of minority shareholders. In December, restructuring within the Toyota Group will also begin. The target is the privatization of Toyota Industries Corporation, a major shareholder in other Toyota Group firms. The tender offer will be carried out by a special purpose company (SPC) established by Toyota Fudosan (which holds shares in 15 group companies), Mr. Akio Toyoda, and Toyota Motor. Critics point out that this move effectively strengthens cross-shareholding, in a different form.

In any case, M&A transactions that involve conflicts of interest will face increasing scrutiny regarding procedural transparency and fairness of valuations. Put differently, listed companies in Japan are already at the center of the global M&A market, where “helping hands among insiders” is no longer an acceptable defense.

Related Articles:

• “March Fiscal Year-End and the Peak of Shareholders’ Meetings: What Will Become of the Record Number of Shareholder Proposals?” – This Week’s Focus, June 8–12, 2025
• “Nidec vs. Makino: A Power Struggle Over the Future of the Machine Tool Industry” – This Week’s Focus, 1.26–1.30, 2025

Takashi Mizukoshi, the President
This Week’s Focus, September 14–18, 2025