Worth reading
54Recurring
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 companyOSAKA STEEL CO.,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.
Target company
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)
Type of ConsiderationCash
Tender offer price¥2,100 per common share
Tender offer periodFrom 5 November 2026 to 3 December 2026 (20 business days)
Procedures and assumptions
Valuation methodologyBased on the market price, a 10% discount to the lower of the closing price of ¥2,334 on 2 November 2026 and the simple average closing price of ¥2,372 over the preceding one-month period
Special CommitteeEstablished. Comprises 3 independent outside directors unaffiliated with Nippon Steel Corporation: Matsuzawa Shinya (松沢伸也氏), Sato Mitsuhiro (佐藤光宏氏) and Kaneko Keiko (金子啓子氏)
Management structure after acquisitionNippon Steel Corporation's ownership ratio will be 51.00% after the tender offer, and the Company will remain a subsidiary of Nippon Steel Corporation. Information on the corporate name, representative and treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | NIPPON STEEL CORPORATION |
| Name of the Subject Company | OSAKA STEEL CO.,LTD. |
| 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) |
| Type of Consideration | Cash |
| Tender offer price | ¥2,100 per common share |
| Tender offer period | From 5 November 2026 to 3 December 2026 (20 business days) |
| Number of shares acquired | 2,800,000 shares (number of shares to be purchased); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 55.58％ → after 51.00％ |
| Date of board resolution | 4 November 2026 |
| Execution Date / Effective Date | 25 December 2026 (settlement commencement date) |
| Valuation methodology | Based on the market price, a 10% discount to the lower of the closing price of ¥2,334 on 2 November 2026 and the simple average closing price of ¥2,372 over the preceding one-month period |
| Special Committee | Established. Comprises 3 independent outside directors unaffiliated with Nippon Steel Corporation: Matsuzawa Shinya (松沢伸也氏), Sato Mitsuhiro (佐藤光宏氏) and Kaneko Keiko (金子啓子氏) |
| Management structure after acquisition | Nippon Steel Corporation's ownership ratio will be 51.00% after the tender offer, and the Company will remain a subsidiary of Nippon Steel Corporation. Information on the corporate name, representative and treatment of employees is Not disclosed. |
Items this document does not state (16)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioMinimum number of shares to be purchasedFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateIndependent valuation institutionConditions Precedent to Execution
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.The Company intends to use the remaining funds under its shareholder return policy for fiscal 2025 through fiscal 2027 to return capital to shareholders, improve capital efficiency and increase per-share value. It also determined that acquiring the shares from Nippon Steel Corporation was reasonable in order to avoid reducing the tradable share ratio while maintaining the enhancement of corporate value through cooperation with Nippon Steel Corporation.
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