YAGEO Responds to Statement on Shibaura Electronics’ Opposition to YAGEO’s Proposal
2025/04/15YAGEO (TWSE: 2327) has announced that the Board of Directors had approved a tender offer to acquire SHIBAURA ELECTRONICS CO., LTD. (TSE: 6957) (“Shibaura”), a leading NTC (negative temperature coefficient) thermistor manufacturer in Japan with strong technological capabilities, on February 5th, 2025.
With regards to this tender offer announcement, Shibaura released a statement on 4/10 that supports MinebeaMitsumi Inc. (TSE: 6479) (“MinebeaMitsumi”)’s proposal for a Tender Offer and another statement against YAGEO’s Tender Offer proposal. Shibaura and MinebeaMitsumi held a joint press conference with media and analysts at 17:00 Tokyo Time to officially announce the Tender Offer.
YAGEO is disappointed, yet understands how this conclusion might have been reached due to lower level of engagement that Shibaura has provided for YAGEO compared to that for MinebeaMitsumi thus far. YAGEO believes that through an adequate and equitable level of bi-lateral engagement and discussion, it shall become obvious that YAGEO is the right partner to unlock Shibaura’s full potential.
Based on Shibaura’s press release and the news articles regarding the press conference, here are a couple key items we would like to clarify and encourage further discussions with Shibaura to work towards a more refined and actionable plans and strategies:
1) Synergy
It is stated that “regarding the idea of expanding the sales of our products by leveraging the global marketing network of YAGEO, as explained above, we believe the impact will be limited.” in “Notice Regarding Expression of Opinion (Opposition) of the Scheduled Commencement of Tender Offer for the Shares of SHIBAURA ELECTRONICS CO., LTD. by YAGEO Corporation “(“Expression of Opposition Opinion”). However, YAGEO believes one of the key synergies on global sales channel still stands. In addition, it is stated that its NTC thermistors are basically not used with passive components of YAGEO, but based on our understanding of the market, many EMS companies do procure and design their products using the same team for both electronic components and temperature sensors, though it might vary from company to company.
2) Custom Product Business Model
It is stated that “Given the differences in product characteristics, we believe it is unlikely that the production technology of YAGEO in its mass production model designed for general-purpose products can be effectively applied to our vertically integrated manufacturing system, which involves manufacturing customized products from raw materials, including manual work.” in Expression of Opposition Opinion. It is true that YAGEO started as a resistor manufacturer for the mass market. However, as YAGEO grew, our product portfolio grew as well. YAGEO has many product business units which focus on custom-made products, such as our magnetic products, industrial and temperature sensors, and antennas.
3) Geo-political Risks
It is stated that “our business may be adversely affected by an increase in geopolitical risk.” in Expression of Opposition Opinion. However, YAGEO sources 27% of our sales from the Americas and 21% of our sales from EMEA in 2024; and we serve our customers from 61 manufacturing sites globally. YAGEO has proven experiences on how to leverage our global presence as an advantage instead of a barrier. In recent years, Taiwan has also assisted Japan to build out the most sensitive leading edge semiconductor industry. This is a testament that there should be no risk on technology leakage if both parties work together with sincerity and shared long-term vision. The world has certainly witnessed rising Geo-political intensity over the last few years, working together with YAGEO is the best approach to reduce any stand-alone Geo-political risk.
YAGEO continues to seek with sincerity for endorsement from Shibaura’s Leadership Team and Special Committee for this TOB and welcome any constructive inquiries as well as face-to-face meetings.
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.
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
Important Information
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. |
