Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
3139738
Shares (Kobe Steel,Ltd. shares, expected)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)KOBELCO WIRE COMPANY,LTD.
Disclosing companyKobe Steel,Ltd.
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.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture and sale of steel wire, galvanized steel wire and wire rope; manufacture and sale of iron wire, galvanized iron wire, nails, barbed wire and wire mesh; and manufacture and sale of stainless steel wire, stainless steel wire rope and alloy wire
Location Amagasaki, Hyogo PrefectureShare capital ¥8,062 millionDate of incorporation 18 March 1954
Net Sales¥33,074 million (fiscal year ending March 2026)
Operating profit¥653 million (fiscal year ending March 2026)
Net income for the current fiscal year¥1,120 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥25,386 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (common shares of Kobe Steel,Ltd.; 0.94 shares for each share of KOBELCO WIRE COMPANY,LTD.)
Merger ratio/share exchange ratio1 : 0.94 (Kobe Steel,Ltd. will become the wholly owning parent company in the share exchange, and KOBELCO WIRE COMPANY,LTD. will become the wholly owned subsidiary)
Funding arrangementsExpected to be funded with newly issued shares of Kobe Steel,Ltd.
Impact on Business Performance
The impact of the share exchange on the financial results of the two companies is expected to be immaterial at this time.
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable company analysis and discounted cash flow method (DCF method)
Independent valuation institutionNomura Securities Co., Ltd., Industrial Growth Platform, Inc.
Special CommitteeEstablished. The committee comprises 3 members: Hattori Yasuhiro (服部泰宏), outside director, independent officer and professor at the Graduate School of Kobe University; Hiramatsu Ayako (平松亜矢子), outside director, independent officer and attorney; and Doi Masaaki (土居正明), outside corporate auditor, independent officer and certified public accountant.
Conditions Precedent to ExecutionApproval of the share exchange agreement at the annual general meeting of shareholders of KOBELCO WIRE COMPANY,LTD. scheduled for 26 June 2026. The statutory waiting period for the notification under Article 10, paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade must have expired, and no measure or procedure, such as a cease-and-desist order by the Japan Fair Trade Commission, that would prevent the share exchange must have been taken.
Management structure after acquisitionKOBELCO WIRE COMPANY,LTD. will become a wholly owned subsidiary of Kobe Steel,Ltd. and is expected to serve as the core secondary processing manufacturer within the KOBELCO Group. KOBELCO WIRE COMPANY,LTD. is scheduled to be delisted on 28 August 2026. The corporate name and representative of Kobe Steel,Ltd. will remain unchanged. Specific changes to the representative and treatment of employees of KOBELCO WIRE COMPANY,LTD. are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | KOBELCO WIRE COMPANY,LTD. |
| Name of the Subject Company | KOBELCO WIRE COMPANY,LTD. |
| Business Description of the Subject Company | Manufacture and sale of steel wire, galvanized steel wire and wire rope; manufacture and sale of iron wire, galvanized iron wire, nails, barbed wire and wire mesh; and manufacture and sale of stainless steel wire, stainless steel wire rope and alloy wire |
| Location of the Subject Company | Amagasaki, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥8,062 million |
| Date of Establishment of the Subject Company | 18 March 1954 |
| Net Sales of the Subject Company | ¥33,074 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥653 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥1,120 million (fiscal year ending March 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥25,386 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (common shares of Kobe Steel,Ltd.; 0.94 shares for each share of KOBELCO WIRE COMPANY,LTD.) |
| Merger ratio/share exchange ratio | 1 : 0.94 (Kobe Steel,Ltd. will become the wholly owning parent company in the share exchange, and KOBELCO WIRE COMPANY,LTD. will become the wholly owned subsidiary) |
| Number of shares acquired | All issued shares of KOBELCO WIRE COMPANY,LTD. other than those held by Kobe Steel,Ltd. The number of Kobe Steel,Ltd. shares to be delivered is expected to be 3,139,738. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Before 43.48% → after 100% (wholly owned subsidiary) |
| Funding arrangements | Expected to be funded with newly issued shares of Kobe Steel,Ltd. |
| Impact on Business Performance | The impact of the share exchange on the financial results of the two companies is expected to be immaterial at this time. |
| Date of board resolution | 11 May 2026 |
| Contract Date | 11 May 2026 |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Valuation methodology | Market price average method, market price method, comparable company analysis and discounted cash flow method (DCF method) |
| Independent valuation institution | Nomura Securities Co., Ltd., Industrial Growth Platform, Inc. |
| Special Committee | Established. The committee comprises 3 members: Hattori Yasuhiro (服部泰宏), outside director, independent officer and professor at the Graduate School of Kobe University; Hiramatsu Ayako (平松亜矢子), outside director, independent officer and attorney; and Doi Masaaki (土居正明), outside corporate auditor, independent officer and certified public accountant. |
| Conditions Precedent to Execution | Approval of the share exchange agreement at the annual general meeting of shareholders of KOBELCO WIRE COMPANY,LTD. scheduled for 26 June 2026. The statutory waiting period for the notification under Article 10, paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade must have expired, and no measure or procedure, such as a cease-and-desist order by the Japan Fair Trade Commission, that would prevent the share exchange must have been taken. |
| Management structure after acquisition | KOBELCO WIRE COMPANY,LTD. will become a wholly owned subsidiary of Kobe Steel,Ltd. and is expected to serve as the core secondary processing manufacturer within the KOBELCO Group. KOBELCO WIRE COMPANY,LTD. is scheduled to be delisted on 28 August 2026. The corporate name and representative of Kobe Steel,Ltd. will remain unchanged. Specific changes to the representative and treatment of employees of KOBELCO WIRE COMPANY,LTD. are Not disclosed. |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)
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 eliminate constraints on collaboration and conflicts of interest arising from the parent-subsidiary listing structure, and to promote entry into new fields, overseas expansion, business growth and faster decision-making by leveraging Kobe Steel,Ltd.'s materials and information infrastructure together with KOBELCO WIRE COMPANY,LTD.'s processing and development technologies, overseas locations and trading company network.
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