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

Notice Regarding a Change in Subsidiary Status Through Subscription for a Third-Party Allotment of Shares (Making It a Specified Subsidiary)

NYK Line will fully subscribe to the third-party allotment by Diamond Gas MidOcean Limited and acquire 87.4% of its shares. As a result, DGMO is expected to become a specified subsidiary of NYK Line.

Worth reading
55In focus
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
221000000
U.S. dollars (acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

Subscription for a third-party allotment
CounterpartyDiamond Gas MidOcean Limited (issuer of the third-party allotment)
Disclosing companyNippon Yusen Kabushiki Kaisha
Diamond Gas MidOcean LimitedVoting rights ownership percentageNumber of shares acquired 211,876,228 shares; number of voting rights: Not disclosed (voting rights ownership ratio: 87.4%)

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

Investment in LNG business company MidOcean Energy

Location United Kingdom (London)Share capital US$30,535,001Date of incorporation 3 November 2023
Net SalesUS$0 (fiscal year ending March 2026)
Operating profit(US$1,077,517) (fiscal year ending March 2026)
Net income for the current fiscal yearUS$1,836,194 (fiscal year ending March 2026)
Net assetsUS$34,838,418 (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceUS$221,000,000
Type of ConsiderationCash (full subscription for the third-party allotment)
Impact on Business Performance

Immaterial (impact on the Company's consolidated results for the fiscal year ending March 2027)

Procedures and assumptions
Conditions Precedent to ExecutionObtaining approval under competition laws and other necessary permits and approvals from the relevant authorities
This transaction
ItemDetails
Transaction nameSubscription for a third-party allotment
Counterparty nameDiamond Gas MidOcean Limited (issuer of the third-party allotment)
Name of the Subject CompanyDiamond Gas MidOcean Limited
Business Description of the Subject CompanyInvestment in LNG business company MidOcean Energy
Location of the Subject CompanyUnited Kingdom (London)
Capital Stock of the Subject CompanyUS$30,535,001
Date of Establishment of the Subject Company3 November 2023
Net Sales of the Subject CompanyUS$0 (fiscal year ending March 2026)
Operating Profit of the Subject Company(US$1,077,517) (fiscal year ending March 2026)
Net Income of the Subject CompanyUS$1,836,194 (fiscal year ending March 2026)
Net Assets of the Subject CompanyUS$34,838,418 (fiscal year ending March 2026)
Acquisition priceUS$221,000,000
Type of ConsiderationCash (full subscription for the third-party allotment)
Number of shares acquired211,876,228 shares; number of voting rights: Not disclosed (voting rights ownership ratio: 87.4%)
Voting rights ownership percentageBefore 0% → after 87.4%
Impact on Business PerformanceImmaterial (impact on the Company's consolidated results for the fiscal year ending March 2027)
Date of board resolution30 July 2026
Contract DateEnd of July 2026 (scheduled)
Execution Date / Effective DateAround August to September 2026 (scheduled)
Conditions Precedent to ExecutionObtaining approval under competition laws and other necessary permits and approvals from the relevant authorities
Items this document does not state (12)
Expenses 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 CommitteeManagement structure after acquisition

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 invest in LNG business company MidOcean Energy through DGMO.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in Subsidiary Status Through Subscription for a Third-Party Allotment of Shares (Making It a Specified Subsidiary) | Nippon Yusen Kabushiki Kaisha (9101) timely disclosure | Komori