Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
5880210000
Yen (maximum aggregate acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyNIPPON STEEL CORPORATION
Disclosing companyNIPPON STEEL CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of steel products, including sections and bars, steel billets, and processed steel products
Location Chuo-ku, OsakaShare capital ¥8,769 million
Net Sales¥40,951 million (interim consolidated accounting period of the fiscal year ending March 2027)
Net income for the current fiscal year¥2,965 million loss (interim consolidated accounting period of the fiscal year ending March 2027; interim net loss attributable to owners of the parent)
Consideration and expenses
Acquisition price¥5,880,210,000 (maximum; ¥5,880,000,000 based on the planned number of shares to be purchased)
Expenses other than the acquisition priceIncludes tender offer fees and other expenses, but the breakdown is Not disclosed
Type of ConsiderationCash
Tender offer price¥2,100 per common share
Minimum number of shares to be purchasedNone
Tender offer periodFrom 5 November 2026 to 3 December 2026 (20 business days)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Valuation methodologyA method based on the market price, applying a 10% discount to the closing price of ¥2,334 on 2 November 2026
Special CommitteeEstablished. Comprises 3 outside directors independent of Nippon Steel: Matsuzawa Shinya (松沢 伸也), Sato Mitsuhiro (佐藤 光宏), and Kaneko Keiko (金子 啓子)
Conditions Precedent to ExecutionNippon Steel responded that it would tender, unless special circumstances such as sharp fluctuations in the stock market arise by the business day immediately preceding the announcement of the tender offer.
Management structure after acquisitionNippon Steel's ownership ratio will remain at 51.00%, and the parent-subsidiary relationship will be maintained. Changes to the corporate name, the representative, and the treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | NIPPON STEEL CORPORATION |
| Name of the Subject Company | OSAKA STEEL CO.,LTD. |
| Business Description of the Subject Company | Manufacture and sale of steel products, including sections and bars, steel billets, and processed steel products |
| Location of the Subject Company | Chuo-ku, Osaka |
| Capital Stock of the Subject Company | ¥8,769 million |
| Net Sales of the Subject Company | ¥40,951 million (interim consolidated accounting period of the fiscal year ending March 2027) |
| Net Income of the Subject Company | ¥2,965 million loss (interim consolidated accounting period of the fiscal year ending March 2027; interim net loss attributable to owners of the parent) |
| Acquisition price | ¥5,880,210,000 (maximum; ¥5,880,000,000 based on the planned number of shares to be purchased) |
| Expenses other than the acquisition price | Includes tender offer fees and other expenses, but the breakdown is Not disclosed |
| Type of Consideration | Cash |
| Tender offer price | ¥2,100 per common share |
| Minimum number of shares to be purchased | None |
| Tender offer period | From 5 November 2026 to 3 December 2026 (20 business days) |
| Number of shares acquired | 2,800,000 shares. The number of voting rights is Not disclosed |
| Voting rights ownership percentage | Before 55.58% → after 51.00% (Nippon Steel's disclosure states a voting rights ratio of 51.0% and a consolidated ratio of 51.5%) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 4 November 2026 |
| Execution Date / Effective Date | 25 December 2026 (scheduled start date for settlement) |
| Valuation methodology | A method based on the market price, applying a 10% discount to the closing price of ¥2,334 on 2 November 2026 |
| Special Committee | Established. Comprises 3 outside directors independent of Nippon Steel: Matsuzawa Shinya (松沢 伸也), Sato Mitsuhiro (佐藤 光宏), and Kaneko Keiko (金子 啓子) |
| Conditions Precedent to Execution | Nippon Steel responded that it would tender, unless special circumstances such as sharp fluctuations in the stock market arise by the business day immediately preceding the announcement of the tender offer. |
| Management structure after acquisition | Nippon Steel's ownership ratio will remain at 51.00%, and the parent-subsidiary relationship will be maintained. Changes to the corporate name, the representative, and the treatment of employees are Not disclosed |
Items this document does not state (9)
Date of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent valuation institution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To cooperate with Osaka Steel's measures to improve capital efficiency under its medium-term management plan, thereby contributing to improved capital efficiency and enhanced corporate value at Osaka Steel and, ultimately, enhanced corporate value across the Nippon Steel Group.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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