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October 2026 edition · Methodology GNT-BDS v1.1.1 · Last updated 2026-10-23日本語 / English
Japan IR IndexIndependent research · English disclosure & shareholder communication

Questions shareholders ask at the AGM 09

Responding to takeover bids

Unsolicited bids are no longer rare, and boards are increasingly asked to account for how they responded. Shareholders ask: "Is this countermeasure for shareholders or for management?" and "Who decides?" METI's Guidelines for Corporate Takeovers (August 2023) set out norms for boards and the thinking behind response policies and countermeasures.

Published 19 October 2026; sources re-checked 24 October 2026. Vote figures come from extraordinary reports and company disclosures.

The questions at stake

Is the countermeasure there to buy time to consider a better offer, or to protect management? Who decides whether to use it: the board or shareholders?

Our summary of the issue common to shareholders, the courts and the guidelines when a company receives an unsolicited bid.

The white knight is offering less than the rival bidder. Why does the board recommend it?

Our summary of the question Shibaura Electronics' (6957) shareholders answered with their tenders in the 2025 bidding contest.

What an answer needs to contain

  1. The purpose and time limit of the measure: time for what, and until when.
  2. Independent judgement: the special committee's make-up and advice, and how the independent directors voted.G1
  3. Confirmation by shareholders: whether the AGM will confirm the measure, and what happens if it cannot.
  4. A numerical comparison of the offers: price, premium, deal certainty (approvals, financing) and the effect on employees and the business.
  5. When the measure ends: the conditions under which it is dropped.
  6. In English, on the same day: these disclosures are read by foreign bidders and shareholders too.R3

Case: Makino Milling Machine (6135), 2025

Makino is not covered by the Japan IR Index.

Bidder
Nidec (unsolicited tender offer)
Response
A free allotment of share options to secure time
Outcome
Nidec withdrew; the measure was cancelled
  1. Adopts a response policy "solely for the purpose" of securing time to develop and consider third-party proposals
  2. Nidec launches its tender offer
  3. Following the special committee's advice, the whole board, including every independent outside director, resolves on the countermeasure. It says the measure will only take effect if shareholders approve it at the June AGM, and states up front that it will be cancelled if the bid is withdrawn or fails
  4. The Tokyo District Court rejects Nidec's request for an injunction (press reports)
  5. Nidec files a notice of withdrawal and withdraws its offer. Makino cancels the countermeasure the same day, as planned

What the answer covered

  • Set out the purpose (buying time only), independent judgement (the special committee and a unanimous board), shareholder confirmation and the conditions for cancelling, all in one document at the time of the decision.

What it left unanswered

  • Because the tender offer would end before the AGM, the board decided before shareholders could be asked. The measure was conditional on AGM approval, but the board still acted first.

Case: Shibaura Electronics (6957), 2025: a white knight and price

Shibaura Electronics is not covered by the Japan IR Index. The white knight, MinebeaMitsumi (6479), is.

Unsolicited bidder
YAGEO (Taiwan)
White knight
MinebeaMitsumi (¥6,200 a share)
Outcome
MinebeaMitsumi's offer failed
  1. YAGEO announces a tender offer without Shibaura Electronics' consent
  2. At Shibaura's request, MinebeaMitsumi announces a competing offer as a white knight (launched 2 May). Shibaura supports it and recommends shareholders tender
  3. MinebeaMitsumi raises its price to ¥6,200
  4. YAGEO offers ¥6,635. The same day, MinebeaMitsumi states, in English as well, that ¥6,200 is "reasonable and the maximum possible price" and that it will not change it
  5. MinebeaMitsumi's offer ends. 3,564,382 shares were tendered, short of the 7,539,900 minimum, so it fails

What the answer covered

  • MinebeaMitsumi told its own shareholders, in English on the same day, its maximum price and why it would pay no more: the rival's delayed foreign-investment clearance, deal certainty, and synergy and trust (R3 = 5).

What it left unanswered

  • Shibaura's shareholders tendered to the higher bidder. The "certainty" and "synergy" offered as reasons for backing the lower bid did not change their decision.

The buyer's price discipline is discussed in theme 10.

Sources