Worth reading
78Important
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
10600
Yen per common shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This tender offer (part of the two tender offers)CounterpartyNIPPON STEEL CORPORATION, NS United Kaiun Kaisha,Ltd.
Disclosing companyNippon Yusen Kabushiki Kaisha
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 is principally engaged in the shipping business and ancillary shipping businesses.
Consideration and expenses
Acquisition price¥10,600 per common share. Total amount: not disclosed
Type of ConsiderationCash
Tender offer price¥10,600 per common share. Tender offer price for the share acquisition rights: not disclosed
Minimum number of shares to be purchased3,524,375 shares
Tender offer periodScheduled to commence around late November 2026 and end around late December of the same year. The specific commencement and closing dates will be announced once determined. The period is expected to be 20 business days in principle, although it may exceed 20 business days due to differences in holidays in Japan and the United States.
Funding arrangementsFunding for this tender offer by the tender offeror: not disclosed. The target company's tender offer for its treasury shares is expected to be funded with the target company's own funds and borrowings from financial institutions or the tender offeror.
Impact on Business Performance
Although the transaction is considered to contribute to enhancing the target company's corporate value, the synergies expected to be realized through the transaction have not been incorporated into the financial forecasts. The specific amount of the impact on financial results: not disclosed
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable company analysis and DCF method
Independent valuation institutionNomura Securities Co., Ltd., Mizuho Securities Co., Ltd., 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee consists of 4 outside directors who are independent officers and independent of the target company group, the tender offeror group and NIPPON STEEL CORPORATION, among others. A fairness opinion was obtained from Plutus.
Conditions Precedent to ExecutionThe target company's board of directors issues and maintains an opinion supporting the tender offer and recommending that shareholders tender their shares; the special committee issues and maintains a favorable response; no judgment or decision by a judicial or administrative authority or other body exists that restricts or prohibits the transaction; no circumstance arises that would materially impede the target company or its subsidiaries; clearance is obtained under competition laws and other regulatory laws; and there are no violations of laws or regulations.
Management structure after acquisitionThe target company is planned to become a consolidated subsidiary of 日本郵船, while NIPPON STEEL CORPORATION is expected to continue holding 16.67%. The target company's board will consist of between 5 and 7 directors. NIPPON STEEL CORPORATION will nominate at least 1 director in proportion to its voting rights, and 日本郵船 will nominate the remaining directors. The parties will respect the autonomous operation of the target company group and, in principle, maintain employees' current employment terms. The “U” brand and the quality and safety of transportation services are expected to be maintained.
| Item | Details |
|---|---|
| Transaction name | This tender offer (part of the two tender offers) |
| Counterparty name | NIPPON STEEL CORPORATION, NS United Kaiun Kaisha,Ltd. |
| Name of the Subject Company | NS United Kaiun Kaisha,Ltd. |
| Business Description of the Subject Company | The company is principally engaged in the shipping business and ancillary shipping businesses. |
| Acquisition price | ¥10,600 per common share. Total amount: not disclosed |
| Type of Consideration | Cash |
| Tender offer price | ¥10,600 per common share. Tender offer price for the share acquisition rights: not disclosed |
| Minimum number of shares to be purchased | 3,524,375 shares |
| Tender offer period | Scheduled to commence around late November 2026 and end around late December of the same year. The specific commencement and closing dates will be announced once determined. The period is expected to be 20 business days in principle, although it may exceed 20 business days due to differences in holidays in Japan and the United States. |
| Number of shares acquired | All shares of the target company, excluding the shares owned by the tender offeror and NIPPON STEEL CORPORATION, as well as treasury shares held by the target company. The specific number of shares to be acquired: not disclosed. Minimum number of shares to be purchased: 3,524,375 shares |
| Voting rights ownership percentage | Before 18.55％ → after 83.33％ |
| Funding arrangements | Funding for this tender offer by the tender offeror: not disclosed. The target company's tender offer for its treasury shares is expected to be funded with the target company's own funds and borrowings from financial institutions or the tender offeror. |
| Impact on Business Performance | Although the transaction is considered to contribute to enhancing the target company's corporate value, the synergies expected to be realized through the transaction have not been incorporated into the financial forecasts. The specific amount of the impact on financial results: not disclosed |
| Date of board resolution | 31 July 2026 |
| Contract Date | 31 July 2026 |
| Execution Date / Effective Date | This tender offer is scheduled to commence around late November and end around late December 2026. The target company's tender offer for its treasury shares is scheduled for early January 2027. The share consolidation and realization of the ownership percentages following the transaction are scheduled for mid-April 2027. |
| Valuation methodology | Market price average method, market price method, comparable company analysis and DCF method |
| Independent valuation institution | Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee consists of 4 outside directors who are independent officers and independent of the target company group, the tender offeror group and NIPPON STEEL CORPORATION, among others. A fairness opinion was obtained from Plutus. |
| Conditions Precedent to Execution | The target company's board of directors issues and maintains an opinion supporting the tender offer and recommending that shareholders tender their shares; the special committee issues and maintains a favorable response; no judgment or decision by a judicial or administrative authority or other body exists that restricts or prohibits the transaction; no circumstance arises that would materially impede the target company or its subsidiaries; clearance is obtained under competition laws and other regulatory laws; and there are no violations of laws or regulations. |
| Management structure after acquisition | The target company is planned to become a consolidated subsidiary of 日本郵船, while NIPPON STEEL CORPORATION is expected to continue holding 16.67%. The target company's board will consist of between 5 and 7 directors. NIPPON STEEL CORPORATION will nominate at least 1 director in proportion to its voting rights, and 日本郵船 will nominate the remaining directors. The parties will respect the autonomous operation of the target company group and, in principle, maintain employees' current employment terms. The “U” brand and the quality and safety of transportation services are expected to be maintained. |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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 ratioGoodwill 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 parties aim to realize synergies by improving fleet deployment efficiency and reducing procurement costs through expansion of the dry bulk business, capturing transportation demand related to decarbonization, strengthening the logistics platform by combining ocean-going and coastal shipping, and making mutual use of human resources. The transaction is also intended to eliminate the constraints on information sharing and the mutual use of management resources arising from the target remaining both a listed company and an equity-method affiliate, thereby facilitating the implementation of medium- to long-term initiatives.
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