Decision and Details
Advance disclosure relating to the absorption-type company split
The consideration for the company split and other matters were determined based on the valuation of the assets and liabilities to be transferred, comparison with NBSP's value per share, discussions between the two companies, and NBSP's capital policy after the absorption-type company split.
At present, no circumstances are anticipated that would hinder the performance of obligations by the company or NBSP after the absorption-type company split.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure relating to the absorption-type company split |
| Decision Date | 10 August 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 April 2027 (scheduled; effective date) |
| Amount | The carrying amount of the assets to be transferred is ¥10,213 million, and the carrying amount of the liabilities to be transferred is ¥3,134 million. In addition, the total purchase amount for the tender offer to be conducted by Nippon Yusen Kabushiki Kaisha is expected to be ¥120,623 million. |
| Quantity / scale | NBSP will newly issue and deliver 5,648,000 shares to Nippon Yusen Kabushiki Kaisha. Nippon Yusen Kabushiki Kaisha owns all of NBSP's issued shares. |
| Impact on Business Performance | At present, no circumstances are anticipated that would hinder the performance of obligations by the company or NBSP after the absorption-type company split. |
| Reason | The consideration for the company split and other matters were determined based on the valuation of the assets and liabilities to be transferred, comparison with NBSP's value per share, discussions between the two companies, and NBSP's capital policy after the absorption-type company split. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; the Ordinance on Company Accounting; the Accounting Standard for Business Combinations; and the Implementation Guidance on the Accounting Standard for Business Combinations and the Accounting Standard for Business Divestitures, etc. |
| Future plans | The absorption-type company split is scheduled to take effect on 1 April 2027. The amounts to be actually transferred will be finalized after adjusting for changes in the assets and liabilities through the effective date. |
Items this document does not state (3)
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 number of shares to be delivered was determined through discussions between the two companies after valuing the assets and liabilities to be transferred and comparing them with the value per share of NBSP. In addition, the amounts of stated capital and capital reserves were determined under the Ordinance on Company Accounting, taking into account NBSP's capital policy after the company split.