Decision and Details
Boards of Directors of KOBELCO WIRE COMPANY,LTD. and Kobe Steel,Ltd.Share exchange under which Kobe Steel,Ltd. will become the wholly owning parent company and KOBELCO WIRE COMPANY,LTD. the wholly owned subsidiary
Kobe Steel,Ltd. shares are listed on the TSE Prime Market, ensuring that shareholders will continue to have opportunities to trade their shares after the effective date. Shareholders will also be able to benefit from the effects of business development and increased earnings across the KOBELCO Group resulting from measures implemented after the share exchange. Based on the valuation results, advice received, due diligence, financial and asset conditions, future outlooks and expected synergies, the two companies determined that the exchange ratio was reasonable.
The synergies expected from the implementation of this share exchange have not been incorporated into the business plan or valuation because their specific impact on earnings is difficult to estimate at this time.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which Kobe Steel,Ltd. will become the wholly owning parent company and KOBELCO WIRE COMPANY,LTD. the wholly owned subsidiary |
| Decision-Making Body | Boards of Directors of KOBELCO WIRE COMPANY,LTD. and Kobe Steel,Ltd. |
| Decision Date | 11 May 2026 |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | On and after 1 September 2026 (after the effective date of the share exchange) |
| Amount | Increase in stated capital: ¥0; capital reserve: an amount to be separately determined by Kobe Steel,Ltd. in accordance with Article 39 of the Company Calculation Regulations; planned dividend of surplus by KOBELCO WIRE COMPANY,LTD.: ¥40 per share, total dividend of ¥236,386,760 |
| Quantity / scale | Share exchange ratio: 0.94 shares of Kobe Steel,Ltd. common stock for each share of KOBELCO WIRE COMPANY,LTD. common stock; 3,139,738 shares of Kobe Steel,Ltd. common stock scheduled to be delivered; 2,569,522 shares of KOBELCO WIRE COMPANY,LTD. held by Kobe Steel,Ltd. (43.48% as of 31 March 2026) |
| Impact on Business Performance | The synergies expected from the implementation of this share exchange have not been incorporated into the business plan or valuation because their specific impact on earnings is difficult to estimate at this time. |
| Reason | Kobe Steel,Ltd. shares are listed on the TSE Prime Market, ensuring that shareholders will continue to have opportunities to trade their shares after the effective date. Shareholders will also be able to benefit from the effects of business development and increased earnings across the KOBELCO Group resulting from measures implemented after the share exchange. Based on the valuation results, advice received, due diligence, financial and asset conditions, future outlooks and expected synergies, the two companies determined that the exchange ratio was reasonable. |
| Governing Rule | Companies Act, Article 782, Paragraph 1; Companies Act Enforcement Regulations, Article 184; Companies Act, Article 768, Paragraph 1, Item 2(a); Companies Act, Article 783, Paragraph 1; Companies Act, Article 785, Paragraph 1; Companies Act, Article 789, Paragraph 1, Item 3; Companies Act, Article 796, Paragraphs 2 and 3; Companies Act, Article 234; Companies Act, Article 192, Paragraph 1; Companies Act, Article 194, Paragraph 1; Company Calculation Regulations, Article 39 |
| Related previous disclosures | “Notice Regarding Execution of Share Exchange Agreement (Simplified Share Exchange) for Making KOBELCO WIRE COMPANY,LTD. a Wholly Owned Subsidiary of Kobe Steel,Ltd.,” released on 11 May 2026; “Written Opinion,” dated 8 May 2026 |
| Future plans | KOBELCO WIRE COMPANY,LTD.'s annual general meeting of shareholders is scheduled for 26 June 2026. The dividend of surplus is scheduled to take effect on 29 June 2026. 27 August 2026 will be the final trading date, and KOBELCO WIRE COMPANY,LTD. shares are scheduled to be delisted on 28 August 2026. The share exchange is scheduled to take effect on 1 September 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Kobe Steel,Ltd. shares are traded on the TSE Prime Market, ensuring that shareholders will continue to have opportunities to trade and convert their holdings into cash after the share exchange. Shareholders will also be able to benefit from the effects of business development and increased earnings across the KOBELCO Group resulting from measures implemented after the share exchange. The two companies determined that the exchange ratio was reasonable and in the interests of shareholders based on the analyses conducted by the valuation firms, due diligence, their financial conditions, future outlooks and expected synergies, among other factors.