Working Paper · 30 April 2026 · English

Index's Choice, Makino's Change — A Story in the Making

On a Swabian mid-sized lathe manufacturer owned by a foundation, a sales alliance with the Japanese premium manufacturer Makino that has deepened since 2023, a takeover battle under way in Tokyo, a first-ever FEFTA stop order issued by the Japanese government on 22 April 2026, a change of leadership at the top of Makino Europe eight days before this paper — and on the question of what in this constellation can be foreseen and what remains open.

Hans Ley & Claude Dedo  ·  beyond-decay.org/claude/  ·  April 2026

In the Megamachine paper on the DMG Mori case we told a completed story — from regional pioneer in Bielefeld to Japanese subsidiary in a German shell, across twenty-one years, thirty acquisitions, two mergers, one domination agreement and thirty forgotten brand names. The story was complete because it had reached its end point — on 24 August 2016, with the entry of the domination agreement in the commercial register. By then the five layers had already eroded to varying degrees. The legal shell remained standing, and it still stands today.

The present paper tells a different story — one that is still open. It concerns Index-Werke GmbH & Co. KG Hahn & Tessky in Esslingen am Neckar, one of the last independent German mid-sized lathe manufacturers, and its sales alliance, deepened since 2023, with the Japanese premium machine-tool maker Makino Milling Machine Co., headquartered in Tokyo. Structurally, the alliance resembles the Mori Seiki–Gildemeister alliance of 2009, which served as the gateway to the DMG Mori story. But it is playing out under different conditions, with different actors, in a different phase of global machine-tool consolidation.

That is what makes the Index–Makino constellation particularly interesting for the observer. It is not a retrospective diagnosis but a prospective question. What will happen here? Which paths can be foreseen, which are open? What can already be read from today's picture, and what is still in the making? This paper attempts an answer without giving the impression of knowing more than what is publicly accessible.

I. A Different Constellation from DMG Mori

The Index–Makino constellation differs from the DMG Mori constellation in two structural respects, and these leave the endgame open.

First, the ownership structure. Index is a limited partnership, 85 per cent of whose shares are held by a charitable foundation. A foundation cannot sell — it is bound to its statutory purposes. A hostile takeover in the style of Mori Seiki in 2015 is structurally ruled out here. The remaining 15 per cent are held by the community of heirs of the co-founding Tessky family, through a holding company set up specifically for that purpose. Here too there is no free float, no shares on a stock exchange, no shares available to a buyer.

Second, the relative size. In 2009 Mori Seiki and Gildemeister were roughly the same size. Makino today is about three times the size of Index — €1.4 billion in revenue against €460 million, 4,800 employees against 2,000. The asymmetry is greater from the outset. This is not an alliance of equals.

These two differences create a dynamic of their own. The foundation protects against the economic end point of a hostile takeover. But the asymmetry makes the operational side harder to keep in balance. The smaller partner cannot put pressure on the larger one; the larger can at some point shape the smaller one even without negotiation. Once the entanglement becomes dense, the question is no longer who can take something away from whom, but whose strategic preferences determine operational reality.

That is exactly where the story stands today. The entanglement is there. Both sides regard it as a success. It grows closer with every joint trade-fair appearance. But it has no fixed end point — and since December 2024 the larger partner has itself been caught up in a takeover battle whose outcome will be decided in the coming weeks.

II. Index — How a German Mittelstand Company Can Survive

The company was founded on 2 January 1914 by Hermann Hahn in Esslingen am Neckar. Hahn was a Swabian mechanical engineer with patents of his own — his first automatic turret lathe was designed for producing mass-produced parts for the munitions and bicycle industries. By the time Hermann Hahn died in 1939, the workforce had grown to 850. In 1945 the works were dismantled and the movable equipment shipped to Great Britain — a reparation from which the company recovered only through the industrial reconstruction of the Federal Republic. By 1953, 530 people were employed again; by the mid-1970s more than twenty thousand automatic lathes had been sold.

In 1975 Index began producing multi-spindle automatic lathes. A few years later came the move into CNC technology — that is, computer-controlled manufacturing, which revolutionised the machine-tool industry in the 1980s. Index took on a pioneering role here that still shapes the company today. In 1992 Index presented a new generation of turn-mill centres built on a modular system — a technical concept that allows demanding turned parts to be completely machined in a single clamping.

In 1997 Index acquired TRAUB Drehmaschinen GmbH & Co. KG from neighbouring Reichenbach an der Fils, which had run into financial difficulties. TRAUB specialised in sliding-headstock and short automatic lathes for very small workpieces — typical applications in medical technology and the watch industry. Index opted for a two-brand strategy: Index for the larger workpieces, TRAUB for the smaller ones; sales channels and production remained separate; the merger of the legal structures came only decades later.

In 2002 Index began building multifunctional production centres — machines integrating several machining technologies (turning, milling, drilling, gear cutting) for complete machining. In 2007, before the global financial crisis, Index employed 2,335 people worldwide and achieved consolidated revenue of €493 million. In 2008 revenue rose to €505 million — the historical peak up to that point.

In 2009 revenue collapsed dramatically. In January 2010 the Stuttgarter Zeitung reported on an agreement reached with the IG Metall union: instead of cutting 780 jobs, 1,100 employees were moved to a four-day week and a further 700 put on "zero short-time work" (Kurzarbeit Null, i.e. state-supported short-time work with no hours worked). Consultants were in the company for months, and a Chief Restructuring Officer was appointed. The question on the table was whether the two-brand strategy should be maintained or abandoned in favour of merging TRAUB into Index in Esslingen. TRAUB's works council protested. The solution came from the market — orders picked up again, and the two-brand strategy survived the slump of 2009/2010.

In 2014, its centenary year, Index employed 2,200 people and achieved €450 million in revenue — lower than in 2008, but consolidated. At the beginning of 2015 Dr.-Ing. Dirk Prust joined as technical managing director and spokesman of the management board. Prust came from the Chiron Group, where he had worked for 16 years, 12 of them as managing director. With him a new strategic phase began — the idea of global expansion became a central theme. In 2017 Harald Klaiber joined as commercial managing director, with the explicit task of developing the global footprint of the foreign subsidiaries strategically.

III. The Foundation as Shield — and the Board of Trustees as Bridge

Index's ownership structure dates back to 1968. In that year Senator e. h. Eugen C. Hahn — the founder's son, born in 1907 — and his wife Irmgard Hahn established the charitable Eugen und Irmgard Hahn Stiftung. The foundation was endowed with the aim of supporting three areas: medical research into widespread diseases, the technical vocational training of young people, and care for the elderly. After Eugen Hahn's death, 85 per cent of the Index shares were transferred to the foundation. This fixed the ownership structure that still underpins the company today.

The legal architecture has several tiers. At the top is the foundation itself, whose executive board consists of Dr Achim Schäfer and Klaus Winkler. The board of trustees (Kuratorium) is chaired by Dr.-Ing. E. h. Peter Leibinger. This name matters analytically — Peter Leibinger is a member of the Leibinger family that owns the machine-tool manufacturer Trumpf, the largest German manufacturer in the sector, and was for many years deputy chairman of Trumpf's executive board. This means that through the chair of the board of trustees there is a direct personal link to the largest German machine-tool player. Whoever informs the board of trustees indirectly informs Trumpf. Whoever informs Trumpf indirectly informs the board of trustees.

Beneath the foundation sits the Eugen und Irmgard Hahn Stiftung Verwaltungs-GmbH, founded in 2004 with share capital of €18.5 million, whose managing director is Christian Eberhard Kunz of Unterensingen. This administrative company is the legal holder of the 85 per cent stake in Index-Werke. Also incorporated in the structure is a Hahn Stiftung Beteiligungs-GmbH & Co. KG, which as a limited partnership permits the operational management of the holding. The construction is typical of German family-foundation structures, whose aim is to combine charitable use with entrepreneurial flexibility.

The foundation protects Index. It protects against a hostile takeover — such a takeover would require the foundation to sell its shares, which would be legally possible only under very narrow conditions. It protects against the distribution of profits to private individuals — the foundation must use its funds for its statutory purposes. It protects against the typical succession problem of the Mittelstand (Germany's family-owned mid-sized companies) — the inheritance question is solved because the company is no longer tied to individual persons.

But the foundation does not protect everything. It protects legal ownership, but it cannot monitor every operational step. It protects formal independence, but it cannot prevent operational dependencies from arising that make the independence merely nominal. And it does not protect against the consequences of market developments — if the company loses market share, the foundation as owner cannot make up for that either.

The board of trustees, with Peter Leibinger at its head, adds a further layer that should not be underestimated analytically. It is a bridge into the German machine-tool world, a personal link to a larger player. If it comes to it — if the operational situation becomes acute and options beyond the existing alliance with Makino have to be considered — it will play a role that is still invisible today.

IV. The Tessky Heirs — a 15 Per Cent Window

Dr. Tessky Erben Beteiligungs-GmbH, based in Stuttgart, holds the remaining 15 per cent of the Index shares. Analytically, this tranche is a different matter from the foundation's tranche. It is private property, held by the community of heirs of the co-founding family. Foundation law does not apply here.

The holding company was founded in Stuttgart on 4 March 2008. Its share capital is currently €450,000, held by three shareholders from the family line. The management today is entirely female: Beate Straßacker, M. Straßacker-Cockle, Caroline-Christine de Sadeleer (née Wilhelm, 1988), Julia Marina Cockle. Total assets in 2023 stood at around €27.5 million.

This structure has a dynamic of its own. Communities of heirs in the third or fourth generation rarely hold on to their shares as firmly as the original founders. The generation that built the company has died. The generation that runs the holding company today has its own life plans, its own economic ideas, its own investment strategies. If a buyer appears for the 15 per cent tranche — be it a strategic investor, a financial investor, or a company such as Makino itself — there is no legal mechanism that strictly rules out the sale. The foundation as main shareholder would have veto rights over certain joint resolutions, but it could not easily prevent a change of owner of the Tessky tranche.

That makes the 15 per cent tranche a kind of loose plank in the ownership structure. It is small enough not to shift the majority — the foundation alone has 85 per cent. But it is large enough to give an outsider a seat among the shareholders, a vote on resolutions, insight into the operational documents. In a constellation such as the Index–Makino alliance, that would be a step that turns operational entanglement into capital entanglement.

There are no public indications today that the Tessky heirs wish to sell shares. But structurally the possibility exists, and it is the only point at which the Index ownership system is vulnerable at all.

V. The 2018 Strategic Decision — Growth Only in Asia

In the summer of 2018 Index invited guests to an open house in Reichenbach an der Fils. The management — Dr Dirk Prust, Reiner Hammerl and Harald Klaiber — set out a diagnosis that still forms the strategic framework today. Index, they said, generated 52 per cent of its revenue in Germany — too much. The company had to become more global. "We want to expand massively, above all in Asia and America, with a focus on application engineering and automation," Reiner Hammerl told the trade magazine Production Machining.

This diagnosis was no accident. The global machine-tool market had shifted dramatically since the turn of the millennium. China had become the world's largest mechanical-engineering market — in 2022 with €1.2 trillion in revenue, more than the combined revenue of the next four nations. India was growing at double-digit rates. South-East Asia — Thailand, Vietnam, Indonesia — was becoming the recipient of production relocated from China. The German manufacturers, which had still dominated twenty years earlier, had lost market share to Japanese, Korean and Chinese competitors.

For Index this was a twofold challenge. First, the customers were moving — anyone selling lathes in Germany would, over the following years, increasingly be selling them to subsidiaries of German companies producing in Asia, or to original Asian customers. Second, the competitors were already present — Mazak, DMG Mori, Doosan and Okuma had their own sales and service structures in Asia, with which Index could not easily compete. Building its own Asian sales structure would have cost hundreds of millions of euros — money that Index, given the size of its revenue, did not have.

What remained was the question of an alliance. With whom? There were several options — Japanese, Korean and Chinese manufacturers who were themselves looking for sales partners in Europe. Mazak had its own European structures, DMG Mori was a competitor, Doosan and Okuma had complementary product ranges. Makino — a Japanese premium manufacturer of machining centres, with its own European headquarters in Kirchheim unter Teck and a strong position in Asia — was the obvious candidate.

The complementarity was real. Index builds lathes, Makino machining centres — the two machine categories complement each other; they do not compete. Whoever buys Index machines also buys Makino machines — and vice versa. A sales cooperation in which each partner also sells the other's machines in its own region makes obvious business sense. Negotiations must have begun in 2021 or 2022, because the first public trace is found in the coverage of EMO Hannover 2023, where the trade magazine mav wrote: "Index has also recently been maintaining a worldwide sales cooperation with the Japanese premium machine-tool manufacturer Makino."

VI. The Alliance with Makino — What Has Happened So Far

The sales cooperation follows a simple operational logic. Index supports Makino in sales and service in Germany. Makino supports Index in sales and service in Asia — especially in India (through Makino India in Bangalore) and in South-East Asia and China (through Makino Singapore). Both partners appear together at trade fairs.

The operational deepening is well documented. At EMO Hannover 2023 (16 to 21 September 2023) the Makino a40SE horizontal 5-axis machining centre stood on the Index stand — the first visible joint presence. At the 2024 open house in Deizisau, Index showed Makino's N2-5XA alongside its own lathes. At the 2025 open house (25 to 28 March 2025) the Makino a500Z and the a40SE were on display, the latter with an integrated Index iXcenter robot cell that machined a PCU aluminium housing measuring 500 by 450 by 150 millimetres in 190 seconds. The same open house saw the first "Hydraulic Day" — a half-day lecture event at which experts from Index, Makino, Mapal and SFT gave joint presentations on machining hydraulic components.

At Global Industrie Paris 2025 the two partners appeared on a joint stand. At the 2026 open house (17 to 20 March 2026) — six weeks before this paper — Makino again exhibited the a40SE, and 20 partner companies accompanied the event, with Makino and the Index subsidiary One Click Metal occupying the largest stands.

Index's head of marketing, Rainer Gondek, puts the logic of the alliance like this: "We don't get in each other's way technologically; instead we support each other in areas where each of us still has room to grow." The language is that of a partnership of equals. In choice of words and tone it echoes almost one for one the language with which Mori Seiki and Gildemeister publicly justified their strategic alliance in 2009.

The operational density of the alliance is already considerable today. It has become visible in Index's last three annual reports, it is present in every trade-fair presentation, it deepens with every open house. It is no longer an experimental sales trial but a structural element of Index's strategy. Anyone analysing Index's Asian sales over the coming years will identify the Makino cooperation as a decisive factor. Anyone analysing Makino's German sales will recognise the Index cooperation as an important contribution.

VII. Makino — the Partner and Its Own Question of Substance

Makino Milling Machine Co. was founded in Tokyo in May 1937 by Tsunezō Makino. In 1958 Makino built Japan's first numerically controlled milling machine. In 1961 the company received its present name. In 1978 — a historically significant note — it took an equity stake in the German company Heidenreich & Harbeck GmbH in Hamburg, precisely the firm in which Gildemeister had acquired a majority in 1970 and which served as the technological source of Gildemeister's CNC rise. So in 1978 Makino bought shares in a firm that had already been part of the Gildemeister group. The German–Japanese entanglement of the machine-tool world is old, and Makino has been part of it for a long time.

In 2000 Makino set up a second German site in Kirchheim unter Teck, near Stuttgart. In 2018 the European headquarters was moved from Hamburg to Kirchheim — a clear sign of the strategic upgrading of the Baden-Württemberg site. In 2022 the Hamburg building was demolished. Today Makino Europe employs around 250 people in branches in Germany, Italy, France, Spain, Slovakia and Poland.

Makino is listed on the Tokyo Stock Exchange (ticker 6135). In the financial year ending 31 March 2025 Makino achieved revenue of €1.4 billion with 4,800 employees worldwide. Incoming orders rose by 11.5 per cent on the previous year, above all in the export markets of Europe (up 19.8 per cent), the Americas (up 12.6 per cent) and Asia (up 11.6 per cent). Structurally, 2025 was an exceptionally good year for Makino.

That did not, however, prevent Makino itself from becoming a takeover target — on the contrary, the good results lifted the share price to a level at which a takeover became attractive. More than that: over the 2010s Makino's main shareholders — pension funds, institutional investors — had gradually sold their stakes in Makino. The Japanese ratios of "cross-shareholding" structures had fallen from 45 per cent in 2000 to 18 per cent. This erosion of ownership defences made Makino vulnerable, much as it had made Gildemeister vulnerable twenty years earlier.

VIII. The Takeover Battle 2024 to 2026 — What Is Happening Now

On 27 December 2024 — three days after Christmas in Japan, and thus at a strategically inconspicuous moment — Nidec Corporation announced a hostile takeover of Makino. Nidec is a Japanese industrial group, originally specialised in electric motors, which under its founder and long-standing chairman Shigenobu Nagamori was built up through more than sixty acquisitions into one of Japan's largest industrial conglomerates. The offer stood at 11,000 yen per share, valuing Makino at a total of 257 billion yen, or about 1.78 billion US dollars. There had been no prior consultation between the boards — it was a classic unsolicited takeover.

Makino responded initially by asking for the offer to be postponed. Nidec refused and announced that the tender offer would begin on 4 April 2025. In March 2025 Makino's board adopted a poison-pill defence — if the hostile takeover were completed, share options would be issued to existing shareholders, the exercise of which would have massively diluted Nidec's stake. In February 2025 MBK Partners appeared on the scene as a possible "white knight" — the largest Korean private-equity fund, founded in Seoul in 2005 by Michael ByungJu Kim, a former Carlyle manager.

On 7 May 2025 the Tokyo District Court rejected Nidec's application for an injunction against the poison-pill defence. On 9 May Nidec withdrew its offer. On 3 June 2025 MBK Partners came forward with a binding takeover offer of 11,751 yen per share — exactly 751 yen above the withdrawn Nidec offer — for a total of 274.8 billion yen, or about 1.9 billion US dollars. Makino's board endorsed the MBK deal — as a transition into private ownership, with capital for digitalisation and global expansion, without the pressure of a hostile takeover.

In December 2025 the competition authorities in the US, the EU and China approved the takeover. Japan dragged out its review. On 22 April 2026 — eight days ago, the day before the research for this paper — the Japanese government issued its first-ever stop order under the Foreign Exchange and Foreign Trade Act, FEFTA, Article 27, paragraph 5. The reasoning: Makino's high-precision machine tools are also used by the defence industry; a takeover by a foreign fund could lead to an "outflow of technology and information with potential military application" and thus to a "threat to Japan's national security". It was the first application of the FEFTA stop rule since it was tightened in 2017, and after the only previous application in 2008. Finance Minister Satsuki Katayama explained the decision to the Upper House Finance Committee on 23 April 2026.

MBK Partners has until 1 May 2026 — that is, tomorrow, the day after this paper — to accept or reject the recommendation. If MBK rejects it, the recommendation will be converted into a legally binding divestment order. On 23 April 2026 another bidder — Nippon Sangyo Suishin Kiko (NSSK), a Japanese investment fund — submitted a takeover offer of its own. This makes it clear: Makino will change owners in the coming weeks. Only who the new owner will be remains open. The options are: NSSK (Japanese, with government approval), Carlyle (a US fund that had already been discussed as a white knight in 2025), Nidec (in a second attempt, on adjusted terms), or another Japanese industrial bidder.

IX. The Change of Leadership at the Top of Makino Europe

On 22 April 2026, the same day as the FEFTA stop order, Dr P. Anders Ingemarsson was replaced after 23 years as President and Chief Executive Officer of Makino Europe. His successor is Neo Eng Chong, previously President of Makino Asia in Singapore, with a documented track record "particularly in doubling the net..." — the trade press release breaks off at this point; what is presumably meant is the doubling of net sales of the Asian subsidiary under his leadership. Laurent Chevet, a long-serving employee focusing on the Atlantic region and aerospace, was appointed Vice President and Chief Operating Officer.

This change should not be underestimated analytically. For 23 years Anders Ingemarsson was Makino Europe's central figure — he had built up the relationship with European customers, with the machine-tool associations, with German Mittelstand companies such as Index. He was the negotiating partner with whom Index's management under Dirk Prust and Reiner Hammerl had developed the sales cooperation. His departure in the same week in which the Japanese government issued the FEFTA stop order does not look like a coincidence.

His successor Neo Eng Chong comes from Singapore. He is a former board director of Makino Europe — so not a complete outsider, but someone who knows the European structure. But his operational focus has been Asia. That a manager shaped by Asia is now leading Europe signals that the group's Asian logic will take hold more strongly in Europe. What under Ingemarsson was a German or European corporate culture may become an Asian one under Neo Eng Chong — with different hierarchies, different negotiating styles, different strategic priorities.

For Index this means that the negotiating basis for the sales cooperation built up since 2022 or 2023 may have to be redefined in the coming months. What Anders Ingemarsson promised or committed to Esslingen, Neo Eng Chong can reassess. What weight the Index cooperation will carry in the new Makino Europe architecture is an open question.

X. What Can Be Foreseen

Eight observations that can already be derived today and that will be decisive for the Index–Makino relationship over the next ten to fifteen years.

First, global machine-tool consolidation continues. The scale required for R&D investment in the next generation of machines is rising — digitalisation, AI-controlled machining, automation, predictive maintenance. Anyone who does not reach one to two billion euros in revenue cannot shoulder these investments on their own. Index today stands at a quarter of that. Cooperation with a larger partner is not only attractive in business terms but will become structurally more and more necessary in the coming years.

Second, the global machine-tool market is shifting to Asia. China has been the largest producer since 2010, Indian growth rates are high, South-East Asian countries are becoming the recipient region for relocated production. Whoever does not reach this market loses market share. Since 2018 Index has explicitly geared its Asia strategy to growth — that is not reversible.

Third, Index's German workforce continues to shrink. Management expects a German workforce of 1,500 in 2028 to 2029, compared with 1,750 today and 2,335 back in 2007. That is a decline of 35 per cent over twenty years. It happens without redundancies, through natural attrition that is not offset by new hiring. In parallel, Malacky in Slovakia is being expanded. Part of the operational substance is moving east — not abruptly, but steadily.

Fourth, Asian sales depend operationally on Makino. In theory Index could build up its own Asian sales structure — but that would tie up funds that are not available today, and it would take years during which Index would continue to lose market share to competitors rooted in Asia. The alliance with Makino is today the only realistic path to Asia.

Fifth, the foundation structure remains stable. There are no signs that the Hahn foundation could or would sell its 85 per cent. The foundation's purpose — research into widespread diseases, technical vocational training, care for the elderly — is financed by Index's earnings; a sale would endanger the use of those funds. In the long term the foundation is tied to Index's operational capacity to succeed.

Sixth, the Tessky heirs' tranche remains the only movable piece in the ownership structure. Today there is no open intention to sell. But the structure of a community of heirs in the third or fourth generation is not as firm as a foundation. If an attractive purchase price and a credible buyer appeared, the tranche could move.

Seventh, Peter Leibinger on the board of trustees is a bridge to the German machine-tool industry. He holds no executive position at Index, but he is informed and influential. If the operational situation becomes acute, the link to Trumpf will bring an option into play.

Eighth, Makino itself will undergo a change of ownership in the coming weeks. Whoever takes over — NSSK, Carlyle, a second Nidec attempt, or Makino remains independent with a volatile share price — the terms of the sales cooperation will be reassessed within the next twelve months. There is no guarantee that under new terms Index will retain the same standing it had under Anders Ingemarsson.

XI. What Is Open — Three Scenarios

From the foreseeable factors, three scenarios can be derived that may determine the Index–Makino relationship in the coming years. They are not strictly separate from one another — hybrid forms are possible, and actual developments will probably contain elements of several scenarios.

Scenario A — quiet deepening. NSSK takes over Makino after FEFTA approval. The Japanese background protects against further regulatory complications. The operational structures remain largely stable. Neo Eng Chong confirms the sales cooperation with Index, possibly with moderate adjustments — such as a slight shift in margins or an extension of the complementarity to further product areas. Index continues to benefit from Asian sales through Makino India, Makino Singapore and Makino China. The German workforce shrinks slowly as planned, Malacky grows, the business recovers from the weakness of 2024. In ten years Index is a company with around 1,500 employees in Germany, 600 in Eastern Europe and €500 million in revenue, 30 to 35 per cent of it in Asia — firmly intertwined with a Japanese partner under new ownership. The legal layer — foundation, German limited partnership — remains intact. The substance has shifted, but the shell stands.

Scenario B — abrupt shift. MBK does not accept the FEFTA recommendation and withdraws. NSSK does not succeed because its offer is too low or other conditions do not fit. Nidec launches a second attempt, this time at a higher valuation and with a politically acceptable profile — Nidec is Japanese, which rules out FEFTA security concerns. Makino becomes part of Nidec — and thus a component of an industrial conglomerate pursuing its own strategy. The Index sales cooperation is reassessed. It may be maintained, it may be terminated. If it is terminated, Index has an acute Asia problem that it cannot solve alone. The response could take several forms: an accelerated build-up phase of its own in Asia, demanding investments that Index cannot easily raise; a replacement alliance with another Japanese or Korean manufacturer; or — and this is the structurally most interesting option — a rapprochement with Trumpf, where Peter Leibinger on the board of trustees has already prepared the bridge. The Hahn foundation could accept a share swap with Trumpf if it did not endanger the foundation's long-term purpose. A German consolidation solution would be conceivable — one that would add a German variant to the picture of global consolidation.

Scenario C — unexpected escalation. The takeover battle for Makino drags on because none of the bidders has the right profile. The share price remains under pressure. In this phase Makino becomes strategically cautious — investments are postponed, personnel decisions delayed, the sales cooperation with Index is kept on the back burner. In this phase an outsider — a Chinese manufacturer, a US private-equity fund — could target another point in the chain, namely Index itself. Through the 15 per cent Tessky tranche a seat among the shareholders could be acquired, turning operational entanglement into capital entanglement. That would not be a hostile takeover in the DMG Mori style, but a lever that limits Index's strategic options. The foundation could prevent this if it has a right of first refusal and raises the funds — but it is a charitable foundation whose primary task is not the defence of the ownership structure but the promotion of research into widespread diseases and of vocational training.

Which of these scenarios materialises will largely be decided over the next twelve months. The FEFTA deadline expires tomorrow, 1 May 2026. The NSSK negotiations will be assessed in the coming weeks. The new head of Makino Europe, Neo Eng Chong, will set his strategic priorities in his first months. Index's management will have to decide in the course of 2026 how to respond to the changes.

XII. The Lesson of the Megamachine, and a Conclusion

What does the Index–Makino constellation teach for the Megamachine series?

The Megamachine, as we have described it in the previous papers, is a socio-technical system that shifts substance through entanglement — without any single authority intending or overseeing the shift. In the DMG Mori case the shift was ultimately sealed legally by a domination agreement — the shell remained German, the substance became Japanese. There the Megamachine works through classic M&A mechanisms: shares are traded, majorities shift, domination agreements are concluded.

In the Index–Makino case the legal architecture is far more resilient. The foundation protects ownership in a way unknown to joint-stock companies. But that does not protect the operational substance. The substance does not shift through a single act — it shifts through thousands of small decisions about the allocation of sales, the commissioning of service, customer presence, trade-fair appearances, component sourcing. Whoever is not present in Asia is not in the minds of the decision-makers there. Whoever is not in their minds loses the next generation of orders.

Here the Megamachine works through what, with Mumford, one might call a "cumulative effect" — thousands of small decisions, each rational and unproblematic in itself, add up to an overall picture that nobody explicitly decided. In 2018 Index decided on growth in Asia, in 2022/2023 it concluded the alliance with Makino, in 2024 it adjusted its workforce to the market situation, in 2025 it expanded the Slovak site. Each of these decisions was justifiable. Taken together, they are the path of an industrial shift whose end point cannot be foreseen today — but whose direction can no longer easily be reversed.

In this constellation the foundation structure is a different kind of shield from the legal shell of a DMG Mori AG & Co. KGaA. It protects against the economic end point — against takeover. But it does not protect against creeping hollowing-out. If Asian sales depend on one partner for twenty years, Index will in twenty years be a company whose independence no longer lies in its substance but only in its ownership. A shell without substance — and the shell here is a foundation, which makes it harder to restore the substance, because a foundation cannot call in investors to restructure the company.

That is precisely the point at which this story differs from the DMG Mori story. DMG Mori accepted the domination agreement — a clear legal fact that can be named as the end point. If the pessimistic path materialises, Index will experience no domination agreement — but an erosion that can never be pinned to a single date. That is exactly what makes it harder to recognise and harder to put on the agenda. In the Index case the Megamachine works more quietly than in the DMG Mori case — and perhaps more effectively too.

The foundation protects ownership, but it does not protect substance. Whoever wants to lose substance, or has to, needs no domination agreement — only patience.

What can be foreseen in the Index–Makino constellation is the strategic entanglement. The alliance will deepen because both partners need it. What is open is the political and ownership architecture of the larger partner. Makino's change of ownership will change the terms. On what terms cannot be answered today.

All that can be said from outside is this: the foundation's shield is real, but it is not absolute. Over the last twenty years the German machine-tool industry has lost several of its pioneers to Asian, Swiss and American owners. Index is today one of the last independent large lathe manufacturers. If the story ends well — that is, if Index is still independent in fifteen years and able to hold its market position — it will be because the foundation as owner and the board of trustees with Peter Leibinger made the strategic decisions more wisely than can be foreseen today. If the story ends differently, it will be remembered as a case in which a German Mittelstand company lost its operational independence despite all protective mechanisms — not through a spectacular takeover, but through the slow logic of an alliance that initially promised equality.

Today, on 30 April 2026, the story is open. Over the next twelve months it will take on many of its decisive contours. Anyone looking back at this text in two years will know in which of the three scenarios — or which hybrid — it has ended up. Today one can only say: it is in the making.

Hans Ley & Claude Dedo · April 2026 ← Megamachine