Notice Regarding Scheduled Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd.(Securities Code: 6121)

Nidec Corporation

Tokyo Stock Exchange code: 6594

Contact:

Masahiro Nagayasu General Manager Investor Relations [phone] [e-mail]

Released on July 13, 2023, in Kyoto, Japan

Notice Regarding Scheduled Commencement of Tender Offer for Takisawa Machine Tool Co., Ltd. (Securities Code: 6121)

Nidec Corporation (the "Tender Offeror"): (i) decided, in the meeting of the Board of Directors held today, to acquire, through a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "Act") and related laws and regulations (the "Tender Offer"), the common share (the "Target Company Shares") of Takisawa Machine Tool Co., Ltd.. (the "Target Company"), which is listed on the Standard Market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"), as part of a series of transactions (the "Transaction") aimed at making the Target Company a wholly-owned subsidiary of the Tender Offeror; and (ii) submitted a letter of intent to the Target Company on the same date stating the Tender Offeror's detailed proposal regarding the Transaction (Please refer to the attached "Letter of Intent"), as explained below.

From January to March 2022, the Tender Offeror proposed to Mr. Kazuhiro Harada, Representative Director of the Target Company, a capital and business alliance (the "2022 Proposal") between the Target Company and Nidec Drive Technology Corporation (formerly, Nidec-Shimpo Corporation), a subsidiary of the Tender Offeror. However, the Target Company's Board of Directors refused to discuss the 2022 Proposal, without an explanation of any particular reason. Subsequently, the Tender Offeror continued contemplating to expand its business through acquisitions, and to make the machine tool businesses a new pillar of business for the Tender Offeror Group (collectively refers to the Tender Offeror and its subsidiaries and affiliated companies; the same shall apply hereinafter). In February of 2023, the Tender Offeror newly acquired PAMA S.p.A., an Italian machine tool manufacturer ("PAMA") and its affiliated companies. Further, as a step toward strengthening its presence in the machine tool industry, the Tender Offeror once again considered a business alliance with the Target Company from which the Tender Offeror can expect very significant synergies with its group in late February of 2023, and considering that the 2022 Proposal was refused, the Tender Offeror submitted the Letter of Intent to the Target Company, and has decided to issue this press release to help the Target Company and its shareholders to properly understand the content of the Letter of Intent and the background behind the Tender Offer, and to secure enough time of consideration to obtain the understanding and approval of the Transaction from the Target Company and its shareholders, mainly, by respecting, and pursuant to, the Large-Scale Acquisition Rules (as defined in in the following Section 1, "Overview of the Tender Offer"; the same shall apply hereinafter).

The Tender Offeror plans to implement the Tender Offer, if the Tender Offer Conditions Precedent (defined below; the same shall apply hereinafter) are satisfied or the Tender Offeror waives the Tender Offer Conditions Precedent (limited only to the condition precedent ② mentioned below; the same shall apply hereinafter), in around the middle of September of 2023 (provided, however, that if there is any delay in the satisfaction, or waiver by the Tender Offeror of the Tender Offer Conditions Precedent, as soon as practicable from that date of such satisfaction or waiver). An overview of the Tender Offer is as described below, and details are set forth on the following pages.

1. Overview of the Tender Offer

①

Tender Offeror

Nidec Corporation

②	Target Company	Takisawa Machine Tool Co., Ltd.
	Type of share
③	certificates, etc. for	Common shares
	purchase, etc.
		2,600 yen per share (the "Tender Offer Price") (See ＜Tender Offer Price＞ below)
		The Tender Offer Price is added with the following premium values (rounded to the second decimal place;
		the same shall apply to the premium rates hereinafter) when compared with the latest closing average price
	Price for purchase,	and with the closing average price of the market price of the Target Company's shares in the past one, three,
④	and six months (base date: July 12, 2023):
etc.
	-	Closing price of the base date: 1,447 yen 79.68%
		-	Monthly average: 1,269 yen 104.89%
		-	Three-month average: 1,272 yen 104.40%
		-	Six-month average: 1,221 yen 112.94%
		-	Upper limit: No limit
		-	Lower limit: 3,194,100 shares, which is the majority of issued shares (excluding treasury shares
			owned by the Target Company)
		(Note) The lower limit of shares to be purchased is the number of shares that is obtained by multiplying,
	Number of shares		with the unit (100 shares) of the Target Company's shares, the number of the voting rights (31,941
⑤		(rounded up to the whole number) that is half or more of the number of the voting rights (63,881) for
to be purchased
		the number of shares (6,388,183 shares) that is obtained by deducting the number of treasury shares
			(189,939 shares) owned by the Target Company as of March 31, 2023, as stated in the 93rd Annual
			Securities Report (the "Target Company Annual Securities Report") submitted by the Target
			Company on June 29, 2023, from the total number of the issued shares of the Target Company as of
			the same date (6,578,122 shares), as stated in the Target Company Annual Securities Report.
		To secure enough time of consideration to obtain the understanding and approval of the Transaction from
⑥	Commencement	the Target Company and its shareholders, pursuant to the Large-Scale Acquisition Rule, the Tender Offeror
of the tender offer	aims to commence the Tender Offer by around middle of September 2023. The Tender Offeror will
		announce details of the schedule of the Tender Offer as soon as they are finalized.
		30 business days. However, if the number of tenders reaches the lower limit during this period, the Tender
⑦	Tender offer period	Offeror will make an announcement on it, and plans to extend the tender offer period so that the Tender
Offeror can secure 10 business days from such announcement as the tender offer period. (For details, please
		refer to ＜Tender Offer Period＞ below.)
⑧	Tender offer agent	Mita Securities Co., Ltd.
Monex, Inc. (subagent)

For details of the Transaction, please refer to the information below. (i) the Tender Offeror believes that, by making the Target Company a wholly owned subsidiary of the Tender Offeror, as described in the Letter of Intent, various types of synergies including sales-related synergies (sales channel expansion and cross-selling, etc. through unification of the customer base and mutual utilization of the two companies' products based on their mutually inter-complementary relations) and cost-related synergies (shared procurement of common components, cost reductions based on larger purchase lots, and the promotion of overseas procurement and production, among others) will occur, and the Tender Offeror is convinced that chances are very high to enable the two companies to maximize their corporate values; and while (ii) the tender offer price will be set at 2,600 yen per share, which will be added with a premium value of approximately 104.89%, 104.40%, and 112.94% respectively in comparison with the closing average value of Target Company's stock market one, three, and six months respectively with the base date of yesterday. Thus, the Tender Offeror will be able to sufficiently provide the shareholders of the Target Company with the "benefits that shareholders should enjoy," i.e., the "value that can be realized regardless of an acquisition," which is described in the "Guidelines for Corporate Takeovers (Draft)" (Note 1, the "Draft Guidelines for Corporate Takeovers") announced by Japan's Ministry of Economy, Trade and Industry on June 8, 2023, and to realize the fair distribution of the "value that cannot be realized without an acquisition" appropriately. The Tender Offeror believes that this is an attractive offer to the shareholders of the Target Company, and that the Transaction as a whole is truly a "desirable acquisition" whose implementation is recommended in the Draft Guidelines for Corporate Takeovers.Additionally, the Tender Offeror has appointed TMIAssociates as its legal advisor for the Transaction and is receiving legal advice from the firm

(Note 1) The Draft Guidelines for Corporate Takeovers, which will accept public comments from Thursday, June 8, 2023, through Sunday, August 6, 2023, has not been finalized to date. However, given the aforementioned period to accept above public comments, the Tender Offeror expects that official guidelines based on the Draft Guidelines for Corporate Takeovers will have been determined as of the commencement of the Tender Offer. The Tender Offeror also expects that the question of

whether, at the stage of launching the Tender Offer, the Tender Offeror acted and reacted in accordance with the Draft Guidelines, which could have been foreseen to be in effect as of the date of the announcement of the Transaction, may be the subject of retrospective review. The Tender Offeror understands that (i) the purpose of the Draft Guidelines for Corporate Takeovers is to present principles and best practices, including, among others, the way parties in any case of a company acquisition to acquire the right to manage and control a listed company should act, to be shared in an economic society in the formation of fair M&A-related rules, and (ii) given the background, etc., behind the publicly disclosed discussion in the Ministry of Economy, Trade and Industry as a process for leading to the establishment of the Draft Guidelines for Corporate Takeovers, the Draft Guidelines for Corporate Takeovers are regarded by many securities market participants as appropriate guidelines. Therefore, the Tender Offeror believes that, as a participant in the securities market, it needs to comply with the current version of the Draft Guidelines for Corporate Takeovers even with a relation to the Transaction.

In addition, the Tender Offeror believes that implementing transactions that improve the Target Company's corporate value and appropriately secure the Target Company's shareholder value is beneficial not only to the Target Company and its shareholders, but also to the economy and society of Japan as a whole. It is based on this notion that, as described below (Note 2), the Tender Offeror has designed in detail a process to comply with the Draft Guidelines for Corporate Takeovers throughout the Transaction, assuming that the Target Company will respond in accordance with the Draft Guidelines for Corporate Takeovers as a matter of fact, and is in compliance with all the processes required by the Draft Guidelines for Corporate Takeovers. In addition, as stated above, the Tender Offeror expects that formal guidelines based on the Draft Guidelines will have been finalized at the commencement of the Tender Offer, and that the Target Company, publicly listed, will of course act appropriately (Note 3) in line with the Draft Guidelines for Corporate Takeovers as a participant of the securities market.

(Note 2) Please see "(6) Regarding the fairness of the procedures in the Transaction considering the Draft Guidelines for Corporate Takeovers including the Tender Offeror's thoughts on the Target Company's Large-ScaleAcquisition Rules" below. In addition, as described in below, the Tender Offeror believes that the Tender Offer Price will not only guarantee the "benefits that shareholders should enjoy," i.e., the "value that can be realized regardless of an acquisition" at a minimum, but also provide a reasonable opportunity for return on investment that sufficiently guarantees a fair distribution of the "value that cannot be realized without an acquisition." As described in "" below, the Tender Offeror believes that it will be possible to ensure that the Target Company will have sufficient opportunity to convene a shareholders' meeting and ask its shareholders whether or not to accept the Tender Offer in accordance with the Draft Guidelines for Corporate Takeovers within the time frame currently contemplated for the commencement of the Tender Offer.

(Note 3)As stated in (Note 1) above, the Draft Guidelines for Corporate Takeovers have not been finalized to date, but the Tender Offeror believes that it is necessary to comply with the Draft Guidelines for Corporate Takeovers at this time. Chapter 3 of the Draft Guidelines for Corporate Takeovers stipulates the "Code of Conduct for Directors and the Board of Directors regarding Acquisition Proposals." Specifically, the chapter stipulates, "upon receipt of an acquisition proposal to acquire corporate control, management or directors should promptly submit or report such matter to the board of directors. The board of directors to which the matter is submitted shall decide whether such acquisition proposal is a "bona fide offer," and shall in general give "sincere consideration" to the "bona fide offer." "When the board of directors gives "sincere consideration" to the "bona fide offer" (omitted) at this time, (omitted) if an increase in corporate value can be reasonably expected from the acquisition proposal, as suggested by a purchase price that is considerably higher than the historical stock price level, each director and the board of directors should give the proposal due consideration. (omitted) In addition, it is advisable for the board of directors to thoroughly compare, from a quantitative perspective, the differences between the purchase price and measures to enhance corporate value through acquisitions proposed by the acquirer, and the measures to enhance corporate value if the incumbent management team were to continue to manage the company."

As of today, in accordance with the Large-Scale Acquisition Rules, the Tender Offeror plans to commence the Tender Offer around the middle of September 2023 to allow sufficient time for consideration to obtain the approval and understanding of the Target Company and its shareholders. Even if the Target Company requests the Tender Offeror to postpone the commencement of the Tender Offer, the Tender Offeror, at this point in time, has no intention of making such a postponement, although it depends on individual circumstances at that time.

However, if any change is made to the plan on the commencement of the Tender Offer (for example, in the event that additional time is required for the Tender Offeror to comply with the regulations of each country due to the discovery of circumstances that cannot be ascertained based on publicly available information, etc. regarding the business of the Target Company Group (as defined in "1.(2)① III. The Tender Offeror's opinions on the current status of the Target Company's business operations"; the same shall apply hereinafter)), the Tender Offeror will promptly inform of such change, and provide with details on the schedule of the Tender Offer as soon as they are finalized.

The Tender Offer Price shall be 2,600 yen per share, provided that the Target Company not distribute surplus on a base date prior to the date of the settlement commencement, or acquire its own shares on an acquisition day prior to such date; and that the Target Company not decide to implement an M&Atransaction to reduce its consolidated net sales for the fiscal year ended March 31, 2023 by 30% (collectively "Unexpected Acts"). If the body that determines the execution of the Target Company's business decides to conduct an Unexpected Act by the business day prior to the commencement date of the Tender Offer, or to submit a proposal to conduct such an UnexpectedAct to the General Meeting of Shareholders of the Target Company, it could revise the Tender Offer Price based on the amount equivalent to the degree of effect to each share based on the Unexpected Act's effect to the Target Company's shares. If it is necessary to revise the Tender Offer Price based on the above reasons, the Tender Offeror will make such revision by the time of commencement of the Tender Offer.

The Tender Offer Price of 2,600 yen is (i) the price that is obtained by combining the closing price of the Target Company's shares 1,447 yen in the Tokyo Stock Exchange's Standard Market on July 12, 2023, the business day before the date of the announcement on the planned commencement of the Tender Offer, with a premium of 79.68 % (rounded to the second decimal place. The same shall apply to the premium value (%) for the share price hereinafter); the price that is obtained by combining the simple average closing price of the Target Company's shares for the last month (from June 13, 2023 to July 12, 2023), 1,269 yen, with a premium of 104.89%; the price that is obtained by combining the simple average closing average for the last three months (fromApril 13, 2023 to July 12, 2023), 1,272 yen, with a premium of 104.40%; and the price that is obtained by combining the simple average closing price for the last six months (from January 13, 2023 to July 12, 2023), 1,221 yen, with a premium of 112.94%. The Tender Offer Price significantly exceeds the average standard of the premium provided to 57 cases (Note 4) of the tender offers, implemented during the January 2020 to June 2023 period, with the assumption of creating a wholly owned subsidiary by those other than the issuer and its parent company. Furthermore, (ii) given that the changes in the turnover and the share price in the sales transaction of the Target Company Shares for the past five years (Note 5), and that the price of the Target Company Shares remains within the rage of 1,006 yen to 1,447 yen for the past year, the Tender Offeror believes that it will be able to provide a significant amount of premium to all the current shareholders of the Target Company. Therefore, even though it is difficult, at this point, to quantify the degree of synergies that the Target Company intends from the Transaction, the Tender Offeror believes that the Transaction including the Tender Offer will not only guarantee the "benefits that shareholders should enjoy," i.e., the "value that can be realized regardless of an acquisition" at a minimum, but also provide a reasonable opportunity for return on investment that sufficiently guarantees a fair distribution of the "value that cannot be realized without an acquisition," as mentioned in the Draft Guidelines for Corporate Takeovers.

In addition, since the purpose of the Transaction is to make the Target Company a wholly-owned subsidiary of the Tender Offeror, it plans to implement a squeeze-out procedure for shareholders who did not tender their shares, after the Tender Offer. The Tender Offeror plans to deliver a value that will not generate any economic disadvantage, compared with the Tender Offer Price, to those shareholders who did not tender their shares.

(Note 4) Cases of tender offers for shares in Japanese listed companies (excluding Tokyo PRO Market) announced in and after January 2020, in which there is no upper limit to the number of shares to be purchased for the purpose of making a target company a wholly-owned subsidiary by a person other than the issuer, and in which the ratio of ownership of the Target Company Shares by a tender offeror (including its specially related persons) is less than 33.34% prior to the commencement of the tender offer. Based on an analysis of the 57 cases (as of July 7, 2023), the median premium of the tender offer price to the closing price on the last business day prior to the announcement of the tender offer and the average closing prices for the preceding 1 month, 3 months, and 6 months is 39%, 38%, 41%, and 46% (rounded to the nearest whole number), respectively (Note that deals targeting REITs, unsuccessful deals, two-step tender offers and so-called discount tender offers, and deals in which the share

price had fluctuated due to competing tender offers prior to the commencement of the tender offer are excluded from the above analyses.).

(Note 5) Turnover and share prices of the Target Company for the past five years.

The Tender Offeror plans to set the purchase period of this Tender Offer (the "Tender Offer Period") at 30 business days.

By setting a longer period than the statutory minimum of 20 business days as the tender offer period, (i) the Tender Offeror intends to provide the Board of Directors of the Target Company with a sufficient period to consider the Transaction and period of discussion with the Tender Offeror, and (ii) the Tender Offeror intends to provide sufficient time for the shareholders of the Target Company to make an appropriate decision on whether or not to proceed with the Transaction and tender their shares. (iii) In "(2) Disclosing by the Company's Board of Directors of Evaluation Period and its Comments, etc." of Exhibit, "3. Specific Procedure based on Large-ScaleAcquisition Rules" of the May 14, 2021 press release, "Continuing the Policy for Large-Scale Acquisition of the Company's Shares (Takeover Defence)" (the rules on the large-scale purchase of the Target Company described in the press release shall be hereinafter referred to as the "Large-Scale Acquisition Rules"), the Target Company has made it clear that it needs a 60-day "evaluation period for its Board of Directors to evaluate" a purchase of all of the Target Company's shares by way pf cash-only tender offer" like the Transaction. The Tender Offeror believes that it will effectively provide a 60-day period for the Target Company's Board of Directors to evaluate the Tender Offer as the currently intended period from today to the first day of the Tender Offer Period (As explained above, the commencement date of the Tender Offer has not been finalized, and it is assumed to be some time in middle of September of 2023. If the Tender Offer is to start on Thursday, September 14, 2023, the period will be 60 days long). Furthermore, (iv) pursuant to the Draft Guidelines for Corporate Takeovers, the Target Company will have a sufficient amount oftime, fromthe currentlyassumed period fromtodayto the end oftheTender Offer Period, toconvene aGeneral Meeting of Shareholders to have the shareholders decide as to whether to accept the Tender Offer or not (as explained above, if the period is to start on September 14, 2023, the period will be 60 days plus 30 business days).

In addition, as described in "1. Purpose of the Purchase, etc.," "(6) Regarding the fairness of the procedures in the Transaction considering the Draft Guidelines for Corporate Takeovers including the Tender Offeror's thoughts on the Target Company's Large-Scale Acquisition Rules," "② 'Exclusion' of 'coerciveness'" below, if the Tender Offeror has, via a reasonable method, confirmed that the total number of the tendered share certificates, etc. (having the same meaning as defined in "(1) Overview of the Tender Offer" of "1.