Worth reading
76Important
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
4491
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offerCounterparty岡谷鋼機株式会社, TYK CORPORATION, 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ３投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, エスアイエル投資事業有限責任組合, ＨＩＫＡＲＩＴＳＵＳＨＩＮ ＩＮＶＥＳＴＭＥＮＴＳ ＯＫＩＮＡＷＡ株式会社
Disclosing companyDaido 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
The company operates special steel and real estate leasing businesses. In its special steel business, it manufactures special steel products, including heat-resistant steel and specialty stainless steel, as well as automotive and industrial machinery components. It also provides contract heat-treatment services for molds, jigs, tools and components. In its real estate leasing business, it primarily leases commercial facilities built on former factory sites and provides real estate maintenance services.
Date of incorporation April 1937
Consideration and expenses
Acquisition price¥4,491 per common share. The total amount will depend on the number of shares tendered, and is Not disclosed
Type of ConsiderationCash
Tender offer price¥4,491 per common share. The tender offer price for stock acquisition rights is Not disclosed
Minimum number of shares to be purchasedNone set (—)
Tender offer period18 May 2026 to 29 June 2026 (31 business days)
Impact on Business Performance
The impact of synergies from the transaction on earnings is difficult to estimate specifically at this time and has not been reflected in the financial forecasts
Procedures and assumptions
Valuation methodologyMarket price method, comparable companies method and DCF method (Mizuho Securities); market price method and DCF method (YAMADA Consulting Group Co.,Ltd.)
Independent valuation institutionMizuho Securities Co., Ltd.; YAMADA Consulting Group Co.,Ltd.
Special CommitteeEstablished. Comprising 3 members: 1 outside director and independent officer of the target company, 1 attorney and 1 certified public accountant and tax accountant
Conditions Precedent to ExecutionProcedures under the Antimonopoly Act, a special resolution on the share consolidation proposal at the target company's extraordinary shareholders' meeting, and successful completion of the tender offer, among other conditions
Management structure after acquisitionIn principle, the current business operating structure will be maintained, and no major changes to the business strategy or organizational restructuring are planned. The current employment and treatment of employees are expected to be maintained in principle, although the details will be discussed and determined going forward. A change of corporate name is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | 岡谷鋼機株式会社, TYK CORPORATION, 光通信ＫＫ投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ３投資事業有限責任組合, ＵＨ Ｐａｒｔｎｅｒｓ ２投資事業有限責任組合, エスアイエル投資事業有限責任組合, ＨＩＫＡＲＩＴＳＵＳＨＩＮ ＩＮＶＥＳＴＭＥＮＴＳ ＯＫＩＮＡＷＡ株式会社 |
| Name of the Subject Company | Tohoku Steel Co.,Ltd. |
| Business Description of the Subject Company | The company operates special steel and real estate leasing businesses. In its special steel business, it manufactures special steel products, including heat-resistant steel and specialty stainless steel, as well as automotive and industrial machinery components. It also provides contract heat-treatment services for molds, jigs, tools and components. In its real estate leasing business, it primarily leases commercial facilities built on former factory sites and provides real estate maintenance services. |
| Date of Establishment of the Subject Company | April 1937 |
| Acquisition price | ¥4,491 per common share. The total amount will depend on the number of shares tendered, and is Not disclosed |
| Type of Consideration | Cash |
| Tender offer price | ¥4,491 per common share. The tender offer price for stock acquisition rights is Not disclosed |
| Minimum number of shares to be purchased | None set (—) |
| Tender offer period | 18 May 2026 to 29 June 2026 (31 business days) |
| Number of shares acquired | All shares of the target company, excluding shares owned by the tender offeror, treasury shares held by the target company and shares subject to the non-tender agreement. The number of shares and voting rights is Not disclosed |
| Voting rights ownership percentage | Before 34.32% → after 100% (planned to become a wholly owned subsidiary) |
| Impact on Business Performance | The impact of synergies from the transaction on earnings is difficult to estimate specifically at this time and has not been reflected in the financial forecasts |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | The share consolidation and treasury share acquisition are scheduled for early October 2026. The extraordinary shareholders' meeting and delisting are scheduled for between September and early October 2026 |
| Valuation methodology | Market price method, comparable companies method and DCF method (Mizuho Securities); market price method and DCF method (YAMADA Consulting Group Co.,Ltd.) |
| Independent valuation institution | Mizuho Securities Co., Ltd.; YAMADA Consulting Group Co.,Ltd. |
| Special Committee | Established. Comprising 3 members: 1 outside director and independent officer of the target company, 1 attorney and 1 certified public accountant and tax accountant |
| Conditions Precedent to Execution | Procedures under the Antimonopoly Act, a special resolution on the share consolidation proposal at the target company's extraordinary shareholders' meeting, and successful completion of the tender offer, among other conditions |
| Management structure after acquisition | In principle, the current business operating structure will be maintained, and no major changes to the business strategy or organizational restructuring are planned. The current employment and treatment of employees are expected to be maintained in principle, although the details will be discussed and determined going forward. A change of corporate name is Not disclosed |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill 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.Remaining an equity-method affiliate constrains the deployment of management resources and deeper collaboration between the two companies. Through the acquisition of Tohoku Steel as a wholly owned subsidiary, the companies aim to enhance the competitiveness and corporate value of both groups by advancing joint development, transferring secondary processing operations, facilitating personnel exchanges, and leveraging their customer bases and global trading-company networks.
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