Notice regarding Tender in the Tender Offer for Own Shares by JEOL Ltd.
February 2, 2026
Nikon Corporation (the "Company") hereby announces as follows that it has decided as of today to tender the Company's shares of JEOL Ltd. ("JEOL") in the tender offer for own shares (the "Tender Offer") which the board of directors of JEOL resolved to implement at its meeting held on February 2, 2026.
For details of the Tender Offer to be implemented at this time, please refer to the press release published by JEOL dated today and titled "Announcement Regarding Share Repurchase and Tender Offer for Own Shares" (the "JEOL Press Release").
Outline of the Company's tender in the Tender Offer
Number of shares the Company plans to
tender
2,300,000 shares of common stock
Tender offer price
5,148 yen per share
Total expected sale amount
11,840,400,000 yen (expected)
Note: The figure stated as the "Total expected sale amount" in the Tender Offer represents the total price in the case where all 2,300,000 shares of the common stock of JEOL the Company will tender are purchased. Depending on the status of tender by the other shareholders of JEOL, it is possible that all of the 2,300,000 shares the Company will tender will not be purchased. In addition, the Company's tender will be made subject to the Tender Offer schedule set forth in 4. below, as well as the other purchase conditions and related terms of the Tender Offer stated in the JEOL Press Release.
Reason for tendering shares
As announced in the "Announcement of Capital and Business Alliance with JEOL Ltd." dated February 14, 2014, the Company has executed a capital and business alliance agreement (the "Capital and Business Alliance Agreement") with JEOL for the purpose of working together to build the Correlative Microscopy solution by linking the Company's optical microscopes and JEOL's electron microscopes and to develop new markets and collaborate on sales activities. The Company has been promoting the business alliance (the "Business Alliance") pursuant to the Capital and Business Alliance Agreement.
Meanwhile, aiming to achieve sustainable business growth and enhanced corporate value, the board of directors of the Company regularly examined and verified the rationale for holding each of the strategically-held shares in terms of strategic significance and rationality, the benefits and risks that accompany the holding of such shares, including total shareholder return and related earnings on transactions, and capital costs that the Company bears. As a result, the Company has given consideration to options, including the possibility of selling shares for which the Company has found the necessity or rationality for holding such shares insignificant.
Under these circumstances, the Company decided with JEOL that the capital alliance that had been established to solidify the trust between the two companies to support the Business Alliance has achieved its original purpose and that the Business Alliance can be maintained in a stable manner even without the capital alliance, and as such, to dissolve the capital alliance. However, regarding the Business Alliance itself, as described above, since the alliance has been effectively deepened by both companies, they have confirmed that discussions will proceed with the intention of continuing the Business Alliance.
Subsequently, the Company received a proposal from JEOL requesting the Company to tender its shares in the
Tender Offer. As a result of comprehensively considering the terms and conditions of the Tender Offer, the Company has decided to tender its shares in the Tender Offer, subject to the purchase conditions and related terms of the Tender Offer stated in the JEOL Press Release.
In addition, the Company and JEOL have agreed [in the business alliance agreement dated February 2, 2026] to dissolve the capital alliance under the Capital and Business Alliance Agreement, while continuing the Business Alliance.
State of share ownership before and after the Company's tender in the Tender Offer
Number of JEOL shares held by the Company before the Tender Offer
2,300,000 shares (ownership percentage:
4.49%)
Number of JEOL shares the Company plans to tender in the Tender Offer
2,300,000 shares (ownership percentage:
4.49%)
Number of JEOL shares held by the Company after the Tender Offer
0 shares (ownership percentage: 0.00%)
(expected)
Note 1: The figure stated as the "Number of JEOL shares held by the Company after the Tender Offer" represents the number of shares held by the Company in the case where all 2,300,000 shares of the common stock of JEOL the Company will tender are purchased. Depending on the status of tender by the other shareholders of JEOL, it is possible that all of the 2,300,000 shares the Company will tender will not be purchased.
Note 2: "Ownership percentage" means the ratio of the shares owned (rounded to two decimal places) to the number of shares (51,181,974 shares) obtained from (i) the total number of issued shares of JEOL as of September 30, 2025 (51,532,800 shares) as stated in the "Consolidated Financial Results for the Second Quarter (Interim Period) of the fiscal year ended March 31, 2026 (Japanese GAAP)" announced by JEOL on November 14, 2025 minus (ii) the number of treasury shares held by the JEOL as of September 30, 2025 (350,826 shares; which includes the 230,624 shares of JEOL held by the Management Board Incentive Plan Trust as of September 30, 2025).
Tender Offer schedule (expected)
Period of the Tender Offer, etc.
From February 3, 2026 to March 4, 2026
Date of public notice
February 3, 2026
Commencement date of settlement
March 27, 2026
Impact on business performance
As the consolidated financial statements of the Company are prepared in accordance with International Financial Reporting Standards (IFRS), there will be no effect on the Company's consolidated operating results, including profit attributable to the owners of the parent company for the period.
Nikon website https://www.nikon.com
The information is current as of the date of publication. It is subject to change without notice.