Worth reading
83Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
3139738
Number of shares to be delivered (KOBE STEEL, LTD. shares)Wording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of KOBE STEEL, LTD. and KOBELCO WIRE COMPANY,LTD.Share exchange under which KOBELCO WIRE COMPANY,LTD. will become a wholly owned subsidiary through the share exchange
Decision11 May 2026
Period CoveredFrom 1 September 2026 onward (following the completion of KOBELCO WIRE COMPANY,LTD.'s becoming a wholly owned subsidiary)
Implementation1 September 2026 (scheduled effective date)
Going forwardKOBELCO WIRE COMPANY,LTD. is scheduled to hold its annual general meeting of shareholders on 26 June 2026. The final trading date is 27 August 2026, delisting is scheduled for 28 August 2026, and the share exchange is scheduled to become effective on 1 September 2026. All treasury shares held by KOBELCO WIRE COMPANY,LTD. immediately before the record time are scheduled to be cancelled.
AmountDividend of surplus by KOBELCO WIRE COMPANY,LTD.: ¥236,386,760 (scheduled); increase in stated capital of KOBE STEEL, LTD.: ¥0; capital reserve: an amount to be separately determined pursuant to Article 39 of the Ordinance on Company Accounting; retained earnings reserve: ¥0
Quantity / scaleShare exchange ratio: 0.94 shares of KOBE STEEL, LTD. common stock per share of KOBELCO WIRE COMPANY,LTD.; 3,139,738 shares of KOBE STEEL, LTD. (scheduled) to be delivered; KOBE STEEL, LTD. holds 2,569,522 shares of KOBELCO WIRE COMPANY,LTD. (as of 31 March 2026, representing 43.48%)
Reason
Because the share exchange ratio was determined to be fair and beneficial to the respective shareholders. KOBE STEEL, LTD. shares are traded on the Tokyo Stock Exchange's Prime Market, ensuring continued trading opportunities after the share exchange.
Impact on Business Performance
Although synergies are expected from the share exchange, the effects on earnings have not been incorporated into the business plan or the valuation because it is currently difficult to estimate them specifically. KOBELCO WIRE COMPANY,LTD. is scheduled to be delisted on 28 August 2026.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which KOBELCO WIRE COMPANY,LTD. will become a wholly owned subsidiary through the share exchange |
| Decision-Making Body | The boards of directors of KOBE STEEL, LTD. and KOBELCO WIRE COMPANY,LTD. |
| Decision Date | 11 May 2026 |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | From 1 September 2026 onward (following the completion of KOBELCO WIRE COMPANY,LTD.'s becoming a wholly owned subsidiary) |
| Amount | Dividend of surplus by KOBELCO WIRE COMPANY,LTD.: ¥236,386,760 (scheduled); increase in stated capital of KOBE STEEL, LTD.: ¥0; capital reserve: an amount to be separately determined pursuant to Article 39 of the Ordinance on Company Accounting; retained earnings reserve: ¥0 |
| Quantity / scale | Share exchange ratio: 0.94 shares of KOBE STEEL, LTD. common stock per share of KOBELCO WIRE COMPANY,LTD.; 3,139,738 shares of KOBE STEEL, LTD. (scheduled) to be delivered; KOBE STEEL, LTD. holds 2,569,522 shares of KOBELCO WIRE COMPANY,LTD. (as of 31 March 2026, representing 43.48%) |
| Impact on Business Performance | Although synergies are expected from the share exchange, the effects on earnings have not been incorporated into the business plan or the valuation because it is currently difficult to estimate them specifically. KOBELCO WIRE COMPANY,LTD. is scheduled to be delisted on 28 August 2026. |
| Reason | Because the share exchange ratio was determined to be fair and beneficial to the respective shareholders. KOBE STEEL, LTD. shares are traded on the Tokyo Stock Exchange's Prime Market, ensuring continued trading opportunities after the share exchange. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1, Items 2 and 3 of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 783, Paragraph 1 of the Companies Act; Article 785, Paragraph 1 of the Companies Act; Article 234 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | The 11 May 2026 announcement titled “Notice Regarding the Execution of a Share Exchange Agreement for KOBELCO WIRE COMPANY,LTD. to Become a Wholly Owned Subsidiary of KOBE STEEL, LTD. (Simplified Share Exchange)” and the “Report” dated 8 May 2026 |
| Future plans | KOBELCO WIRE COMPANY,LTD. is scheduled to hold its annual general meeting of shareholders on 26 June 2026. The final trading date is 27 August 2026, delisting is scheduled for 28 August 2026, and the share exchange is scheduled to become effective on 1 September 2026. All treasury shares held by KOBELCO WIRE COMPANY,LTD. immediately before the record time are scheduled to be cancelled. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The companies state that, based on the valuation by an independent valuation institution, advice from legal counsel, due diligence and the special committee's report, they determined that the share exchange ratio was fair and would serve the interests of their respective shareholders. They also refer to synergies expected from making KOBELCO WIRE COMPANY,LTD. a wholly owned subsidiary, but state that it is currently difficult to estimate the specific impact on earnings.
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