Worth reading
75Important
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
Kobe Steel,Ltd. shares (number scheduled to be delivered)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)KOBELCO WIRE COMPANY,LTD.
Disclosing companyKOBELCO WIRE COMPANY,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 assets¥25,386 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares. For each share of KOBELCO WIRE COMPANY,LTD., 0.94 shares of Kobe Steel,Ltd. will be allotted and delivered. The Kobe Steel,Ltd. shares are scheduled to be funded through a new share issue.
Merger ratio/share exchange ratio1 : 0.94 (1 share of KOBELCO WIRE COMPANY,LTD. : 0.94 shares of Kobe Steel,Ltd.; Kobe Steel,Ltd. will be the wholly owning parent company in the share exchange and KOBELCO WIRE COMPANY,LTD. will be the wholly owned subsidiary)
Funding arrangementsScheduled to be funded through shares newly issued by Kobe Steel,Ltd.
Impact on Business Performance
As KOBELCO WIRE COMPANY,LTD. is already a consolidated subsidiary of Kobe Steel,Ltd., the impact of the share exchange on the financial results of the two companies is expected to be minor at this time. If it becomes necessary to revise the earnings forecasts or any matter requiring disclosure arises, the companies will make a timely disclosure.
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, comprising 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 KOBELCO WIRE COMPANY,LTD.'s annual general meeting of shareholders. The statutory waiting period for the filing under Article 10, Paragraph 2 of the Antimonopoly Act must have expired, and the Japan Fair Trade Commission must not have taken any measures or procedures, including a cease-and-desist order, that would prevent the share exchange.
Management structure after acquisitionThe policy is to position KOBELCO WIRE COMPANY,LTD. as the core secondary-processing manufacturer of the KOBELCO Group, combine materials and information platforms with processing and development technologies, leverage overseas bases and the trading company network, and promote collaboration with other secondary-processing manufacturers. Details of any change in the corporate name, change in representative and treatment of employees 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 Assets of the Subject Company | ¥25,386 million (fiscal year ending March 2026) |
| Type of Consideration | Shares. For each share of KOBELCO WIRE COMPANY,LTD., 0.94 shares of Kobe Steel,Ltd. will be allotted and delivered. The Kobe Steel,Ltd. shares are scheduled to be funded through a new share issue. |
| Merger ratio/share exchange ratio | 1 : 0.94 (1 share of KOBELCO WIRE COMPANY,LTD. : 0.94 shares of Kobe Steel,Ltd.; Kobe Steel,Ltd. will be the wholly owning parent company in the share exchange and KOBELCO WIRE COMPANY,LTD. will be the wholly owned subsidiary) |
| Number of shares acquired | 3,139,738 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 43.48% → after 100% (wholly owned subsidiary) |
| Funding arrangements | Scheduled to be funded through shares newly issued by Kobe Steel,Ltd. |
| Impact on Business Performance | As KOBELCO WIRE COMPANY,LTD. is already a consolidated subsidiary of Kobe Steel,Ltd., the impact of the share exchange on the financial results of the two companies is expected to be minor at this time. If it becomes necessary to revise the earnings forecasts or any matter requiring disclosure arises, the companies will make a timely disclosure. |
| 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, comprising 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 KOBELCO WIRE COMPANY,LTD.'s annual general meeting of shareholders. The statutory waiting period for the filing under Article 10, Paragraph 2 of the Antimonopoly Act must have expired, and the Japan Fair Trade Commission must not have taken any measures or procedures, including a cease-and-desist order, that would prevent the share exchange. |
| Management structure after acquisition | The policy is to position KOBELCO WIRE COMPANY,LTD. as the core secondary-processing manufacturer of the KOBELCO Group, combine materials and information platforms with processing and development technologies, leverage overseas bases and the trading company network, and promote collaboration with other secondary-processing manufacturers. Details of any change in the corporate name, change in representative and treatment of employees 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.The transaction is intended 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 integrating and leveraging Kobe Steel,Ltd.'s materials and information platforms with KOBELCO WIRE COMPANY,LTD.'s processing and development technologies, overseas bases and trading company network.
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