Komori
M&A and Subsidiary Changes9101Nippon Yusen Kabushiki KaishaTransportation and Logistics

Notice Concerning the Transfer of the Wood Chip Carrier Business through a Company Split (Simplified Absorption-Type Company Split)

Nippon Yusen Kabushiki Kaisha will transfer its wood chip carrier business to its wholly owned subsidiary, NYK バルクシップパートナーズ株式会社 (NBSP), through an absorption-type company split. The effective date is scheduled for 1 April 2027. NBSP will issue 5.648 million common shares, all of which will be allotted to Nippon Yusen Kabushiki Kaisha.

Worth reading
44Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
29559
¥ million (net sales of the business being split for the fiscal year ending March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty (target company)NYK バルクシップパートナーズ株式会社
Disclosing companyNippon Yusen Kabushiki Kaisha
Subject of this transactionNumber of shares acquired 5.648 million common shares; number of voting rights: Not disclosedVoting rights ownership percentage Before 100% (Nippon Yusen Kabushiki Kaisha is the largest shareholder and the company is its wholly owned subsidiary) (after not disclosed)
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

Ocean transportation, ship management and ship ownership

Location Minato-ku, TokyoShare capital ¥500 millionDate of incorporation 1 April 2026
Net Sales¥7,188 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Operating profit¥22 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Net income for the current fiscal year¥407 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Net assets¥24,173 million
Consideration and expenses
Type of ConsiderationShares (NBSP will newly issue 5.648 million common shares, all of which will be allotted to Nippon Yusen Kabushiki Kaisha)
Impact on Business Performance

As this company split is between the Company and its wholly owned subsidiary, its impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionNo shareholder meeting approval will be sought (simplified company split under Article 784, Paragraph 2 of the Companies Act)
Management structure after acquisitionThere will be no changes to Nippon Yusen Kabushiki Kaisha's corporate name, location, representative, business activities, capital or fiscal year-end. There will likewise be no changes to NBSP's corporate name, location, representative, business activities, capital or fiscal year-end. Employment contracts and the rights and obligations thereunder will not be assumed by NBSP.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty nameNYK バルクシップパートナーズ株式会社
Name of the Subject CompanyNYK バルクシップパートナーズ株式会社
Business Description of the Subject CompanyOcean transportation, ship management and ship ownership
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥500 million
Date of Establishment of the Subject Company1 April 2026
Net Sales of the Subject Company¥7,188 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Operating Profit of the Subject Company¥22 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Net Income of the Subject Company¥407 million (fiscal year ended March 2026; financial position and results of operations of 八馬汽船株式会社)
Net Assets of the Subject Company¥24,173 million
Type of ConsiderationShares (NBSP will newly issue 5.648 million common shares, all of which will be allotted to Nippon Yusen Kabushiki Kaisha)
Number of shares acquired5.648 million common shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% (Nippon Yusen Kabushiki Kaisha is the largest shareholder and the company is its wholly owned subsidiary) (after not disclosed)
Impact on Business PerformanceAs this company split is between the Company and its wholly owned subsidiary, its impact on the Company's consolidated results will be minor.
Date of board resolution30 July 2026
Contract Date10 August 2026 (scheduled)
Execution Date / Effective Date1 April 2027 (予定)
Conditions Precedent to ExecutionNo shareholder meeting approval will be sought (simplified company split under Article 784, Paragraph 2 of the Companies Act)
Management structure after acquisitionThere will be no changes to Nippon Yusen Kabushiki Kaisha's corporate name, location, representative, business activities, capital or fiscal year-end. There will likewise be no changes to NBSP's corporate name, location, representative, business activities, capital or fiscal year-end. Employment contracts and the rights and obligations thereunder will not be assumed by NBSP.
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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.

To improve the efficiency of operating and fleet management functions, optimize costs and enhance profitability by consolidating the wood chip carrier business within NBSP.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Transfer of the Wood Chip Carrier Business through a Company Split (Simplified Absorption-Type Company Split) | Nippon Yusen Kabushiki Kaisha (9101) timely disclosure | Komori