YAGEO Announces Tender Offer Bid for Shibaura Electronics
2025/02/05YAGEO (TWSE: 2327) Today announces that the Board of Directors has approved a tender offer to acquire SHIBAURA ELECTRONICS CO., LTD. (TSE: 6957) (“Shibaura”), a globally recognized leader in NTC (negative temperature coefficient) thermistor manufacturing with strong technological capabilities.
This decision is based on a deep understanding of the company along with strong confidence in the combined strengths, growth opportunities, and synergies with YAGEO. Strategically, this is also a critical next step to expand YAGEO’s Sensors business.
We will target to acquire 100% of Shibaura’s shares at a price of JPY 4,300 per share (36.94% premium vs February 4th closing price / 35.69% premium vs 1-week average of closing price / 33.83% premium vs 1-month average of closing price / 32.23% premium vs 3-month average of closing price / 31.34% premium vs 6-month average closing price). YAGEO expect that the tender offer will commence on May 7th 2025 in conjunction with the completion of regulatory approvals and other required procedures.
Accelerating Growth and Winning Together
How YAGEO will accelerate Shibaura Electronics’ growth after obtaining control of the company:
- Provide more R&D resources to advance Shibaura’s technology leadership
- Provide additional financial resources to support Shibaura’s growth
- Expand Shibaura’s manufacturing capacity and equipment in Japan in preparation for future growth
- Amplify Shibaura’s customer reach through access to YAGEO’s global distribution platform and global customer base to accelerate global market share gain, especially in the Americas and EMEA
Please refer to the full release and the supplementary detail:
About Shibaura Electronics
Founded in 1953, Shibaura Electronics began as a manufacturer of copper suboxide rectifiers and other thermistors and varistors. Today Shibaura Electronics has grown to become a global leader in the thermistor market, employing more than 4,800 individuals and generating over 32 billion yen in revenue. The company offers a diverse range of solutions for the Automobile, Industrial Equipment, Home Appliance, and Medical segments.
About YAGEO
Founded in 1977 and headquartered in Taiwan, YAGEO is a global service provider of electronic component solutions, offering a broad selection of passive component technologies from some of the industry’s most recognized brands. Today, YAGEO has consolidated sales of around 4BN USD and employs more than 40,000 individuals around the world. With 61 manufacturing sites located in 35 countries and 20 R&D centers, YAGEO has a leading portfolio of electronic components as well as global production and sales capabilities designed to meet the diverse requirements of customers and a full range of end market segments.
YAGEO's Proven Acquisition Track Record
YAGEO has demonstrated a remarkable track record of successful acquisitions, continually enhancing its global presence and capabilities. Notable recent acquisitions include Telemecanique Sensors and Heraeus Nexensos, underscoring YAGEO's strategic prowess and commitment to growth. The company’s success lies in its effective integration of acquired businesses and its focus on retaining top talent, which has been pivotal in driving continued innovation and excellence.
For further information, please contact:
Investor and Public Relations, YAGEO (English and Chinese)
TEL: +886-2-66299999 Ext. 3296
Email: ir@yageo.com
Japanese Media Inquiries (Japanese)
TEL: +81 3 6721-5438
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This purpose of this press release is to inform the public of the tender offer and has not been prepared for the purpose of soliciting an offer to sell, or making an offer to purchase, any securities. If shareholders wish to make an offer to sell their shares in the tender offer, they should first read the explanation statement for the tender offer and offer their shares or stock options for sale at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press release (or a part thereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the tender offer, and this press release may not be relied on at the time of entering into any such agreement.
Although the tender offer will be conducted in accordance with the procedures and information disclosure standards prescribed under Japanese law, those procedures and standards may differ from the procedures and information disclosure standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and the rules prescribed thereunder, do not apply to the tender offer, and therefore the tender offer does not conform to those procedures and standards.
Unless otherwise specified, all procedures relating to the tender offer shall be conducted entirely in Japanese. While some or all of the documentation relating to the tender offer will be prepared in English or Chinese, if there is any inconsistency between the English or Chinese documentation and the Japanese documentation, the Japanese documentation will prevail.
The offeror, the financial advisors to the offeror, and the tender offer agent (including their respective affiliates) may purchase the target’s shares by means other than the tender offer to the extent permitted by Rule 14e 5(b) of the U.S. Exchange Act, applicable laws and regulations in Japan, and other applicable laws and regulations. Such purchases may be made at the market price through market transactions, or at a price determined by negotiation outside of the market. In the event that information regarding such purchases is disclosed in Japan, such information will also be disclosed in a similar manner in the United States, including on the English website of the person conducting such purchases.
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