Worth reading
72In 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
110530
¥ million (estimated acquisition price, before adjustments)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
TransactionCounterpartyCNH Industrial N.V., CNH Industrial America LLC
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.
Date of board resolution9 November 2026
Contract Date9 November 2026
Execution Date / Effective DateThird quarter of fiscal 2027 (scheduled)
Target company
Manufacture and sale of construction equipment
Location UK, United StatesShare capital GBP 100 (undetermined at the time of the transfer), No prescribed amountDate of incorporation 5 January 2026, 2 November 2026
Net SalesUS$2,956 million (fiscal year ended December 2025, CNH construction equipment business)
Net assetsUS$501 million (fiscal year ended December 2025, CNH construction equipment business)
Consideration and expenses
Acquisition priceUS$700 million (¥110,530 million). Adjustments related to the net interest-bearing debt and working capital of the 2 new companies will be made upon completion of the transaction, and the actual acquisition price will then be finalized.
Expenses other than the acquisition priceAcquisition-related expenses and other costs (estimated): ¥4,000 million
Type of ConsiderationCash
Funding arrangementsExpected to be financed through a bridge loan from the principal transaction banks. The policy is to refinance the loan at a later date.
Impact on Business Performance
Currently under review. If matters requiring disclosure arise, such as revisions to the earnings forecasts, they will be announced promptly.
Procedures and assumptions
Conditions Precedent to ExecutionObtaining approvals and permits under the competition laws of the relevant countries, and fulfillment of other customary conditions precedent to closing the transaction
Management structure after acquisitionCNH will continue to hold 30% of the shares of each of the 2 new companies after the transaction and maintain its relationship with them as a strategic partner. The names and other details of the new companies are scheduled to be changed or remain undecided at the time of the transfer. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | CNH Industrial N.V., CNH Industrial America LLC |
| Name of the Subject Company | Case Construction UK Limited, Case Construction U.S. LLC |
| Business Description of the Subject Company | Manufacture and sale of construction equipment |
| Location of the Subject Company | UK, United States |
| Capital Stock of the Subject Company | GBP 100 (undetermined at the time of the transfer), No prescribed amount |
| Date of Establishment of the Subject Company | 5 January 2026, 2 November 2026 |
| Net Sales of the Subject Company | US$2,956 million (fiscal year ended December 2025, CNH construction equipment business) |
| Net Assets of the Subject Company | US$501 million (fiscal year ended December 2025, CNH construction equipment business) |
| Acquisition price | US$700 million (¥110,530 million). Adjustments related to the net interest-bearing debt and working capital of the 2 new companies will be made upon completion of the transaction, and the actual acquisition price will then be finalized. |
| Expenses other than the acquisition price | Acquisition-related expenses and other costs (estimated): ¥4,000 million |
| Type of Consideration | Cash |
| Number of shares acquired | The number of shares equivalent to 70% of the issued shares of each of New Company 1 and New Company 2 (voting rights ownership: 70%) |
| Voting rights ownership percentage | Before 0.0％ → after 70％ |
| Funding arrangements | Expected to be financed through a bridge loan from the principal transaction banks. The policy is to refinance the loan at a later date. |
| Impact on Business Performance | Currently under review. If matters requiring disclosure arise, such as revisions to the earnings forecasts, they will be announced promptly. |
| Date of board resolution | 9 November 2026 |
| Contract Date | 9 November 2026 |
| Execution Date / Effective Date | Third quarter of fiscal 2027 (scheduled) |
| Conditions Precedent to Execution | Obtaining approvals and permits under the competition laws of the relevant countries, and fulfillment of other customary conditions precedent to closing the transaction |
| Management structure after acquisition | CNH will continue to hold 30% of the shares of each of the 2 new companies after the transaction and maintain its relationship with them as a strategic partner. The names and other details of the new companies are scheduled to be changed or remain undecided at the time of the transfer. Employee treatment: Not disclosed |
Items this document does not state (11)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 incorporate sales and service networks in North America, Central and South America and other regions, as well as brands, product lineups and customer bases, and combine them with KOBELCO Construction Machinery's products and technological capabilities to strengthen its business platform in key markets, its aftermarket business and construction DX solutions, and realize synergies.
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