Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
45278520988
Yen (total planned purchase amount)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This self-tender offerCounterpartyNIPPON STEEL CORPORATION
Disclosing companyNS United Kaiun Kaisha,Ltd.
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.White points represent dates designated as scheduled dates in the document.
Target company
The Company's Group's principal business is dry bulk shipping within the shipping business and businesses incidental to shipping.
Consideration and expenses
Acquisition priceTotal planned purchase amount of ¥45,278,520,988, assuming a maximum planned purchase of 5,898,713 shares
Type of ConsiderationCash
Tender offer price¥7,676 per share of the Company's stock (the tender offer price in the other-company share tender offer is ¥10,600 per share)
Tender offer periodThe tender offer is scheduled to commence on the business day following the settlement commencement date of the other-company share tender offer, in early January 2027 (予定). The end date is Not disclosed.
Funding arrangementsThe Company's own funds and borrowings from financial institutions or the other-company tender offeror
Impact on Business Performance
The self-tender offer is not expected to cause a deterioration in the Company's financial position that would have a material adverse effect on its corporate value. The specific amount of the impact on financial results is Not disclosed.
Procedures and assumptions
Valuation methodologyDiscounted cash flow method, market share price standard method, market share price method, liquidation value and premium levels in comparable transactions
Independent valuation institutionMizuho Securities Co., Ltd., Plutus Consulting Co., Ltd. and Nomura Securities Co., Ltd.
Special CommitteeEstablished. Comprising 4 outside directors who are independent officers of the Company: Onishi Setsu (大西節), Yoshida Masako (吉田正子), Takegahara Keisuke (竹ケ原啓介) and Kano Michiyo (加野理代).
Conditions Precedent to ExecutionThe other-company share tender offer has been lawfully and validly completed and settled; no decision has been issued by a judicial or administrative authority or other body restricting or prohibiting the transaction; clearance has been obtained, or is objectively expected to be obtained, under competition laws and other applicable regulations; and the favorable opinion of the Company's Board of Directors and the affirmative report of this Special Committee remain in effect, among other conditions.
Management structure after acquisitionFollowing the transaction, the Company is expected to become a consolidated subsidiary of Nippon Yusen Kabushiki Kaisha (NYK Line) and an equity-method affiliate of Nippon Steel Corporation. The Board of Directors will comprise between 5 and 7 directors. Nippon Steel Corporation will nominate directors in proportion to its voting rights, and the other-company tender offeror will nominate the remaining directors. The Company will maintain and develop the “U” brand, and will in principle maintain employees' current employment conditions, with no substantive reductions contemplated.
| Item | Details |
|---|---|
| Transaction name | This self-tender offer |
| Counterparty name | NIPPON STEEL CORPORATION |
| Name of the Subject Company | NS United Kaiun Kaisha,Ltd. |
| Business Description of the Subject Company | The Company's Group's principal business is dry bulk shipping within the shipping business and businesses incidental to shipping. |
| Acquisition price | Total planned purchase amount of ¥45,278,520,988, assuming a maximum planned purchase of 5,898,713 shares |
| Type of Consideration | Cash |
| Tender offer price | ¥7,676 per share of the Company's stock (the tender offer price in the other-company share tender offer is ¥10,600 per share) |
| Tender offer period | The tender offer is scheduled to commence on the business day following the settlement commencement date of the other-company share tender offer, in early January 2027 (予定). The end date is Not disclosed. |
| Number of shares acquired | 4,720,438 shares, which Nippon Steel Corporation plans to tender. The maximum planned number of shares to be purchased is 5,898,713. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Before Nippon Yusen Kabushiki Kaisha (NYK Line) 18.55%; Nippon Steel Corporation 33.36% → after Nippon Yusen Kabushiki Kaisha (NYK Line) 83.33%; Nippon Steel Corporation 16.67% |
| Funding arrangements | The Company's own funds and borrowings from financial institutions or the other-company tender offeror |
| Impact on Business Performance | The self-tender offer is not expected to cause a deterioration in the Company's financial position that would have a material adverse effect on its corporate value. The specific amount of the impact on financial results is Not disclosed. |
| Date of board resolution | 31 July 2026 |
| Contract Date | 31 July 2026 (the tender offer agreement, the basic agreement and the shareholders agreement) |
| Execution Date / Effective Date | Scheduled for early January 2027 (予定). The self-tender offer is scheduled to commence promptly after the settlement of the other-company share tender offer begins. The effective date of the share consolidation is scheduled for mid-April 2027 (予定). |
| Valuation methodology | Discounted cash flow method, market share price standard method, market share price method, liquidation value and premium levels in comparable transactions |
| Independent valuation institution | Mizuho Securities Co., Ltd., Plutus Consulting Co., Ltd. and Nomura Securities Co., Ltd. |
| Special Committee | Established. Comprising 4 outside directors who are independent officers of the Company: Onishi Setsu (大西節), Yoshida Masako (吉田正子), Takegahara Keisuke (竹ケ原啓介) and Kano Michiyo (加野理代). |
| Conditions Precedent to Execution | The other-company share tender offer has been lawfully and validly completed and settled; no decision has been issued by a judicial or administrative authority or other body restricting or prohibiting the transaction; clearance has been obtained, or is objectively expected to be obtained, under competition laws and other applicable regulations; and the favorable opinion of the Company's Board of Directors and the affirmative report of this Special Committee remain in effect, among other conditions. |
| Management structure after acquisition | Following the transaction, the Company is expected to become a consolidated subsidiary of Nippon Yusen Kabushiki Kaisha (NYK Line) and an equity-method affiliate of Nippon Steel Corporation. The Board of Directors will comprise between 5 and 7 directors. Nippon Steel Corporation will nominate directors in proportion to its voting rights, and the other-company tender offeror will nominate the remaining directors. The Company will maintain and develop the “U” brand, and will in principle maintain employees' current employment conditions, with no substantive reductions contemplated. |
Items this document does not state (12)
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 ratioMinimum number of shares to be purchasedGoodwill 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.To strengthen cooperation with NYK Line in fleet operations, logistics, decarbonization and human resources, and enhance corporate value by improving vessel allocation efficiency, reducing procurement costs and securing new transportation demand. In addition, setting the self-tender offer price below NYK Line's tender offer price will provide general shareholders with an opportunity to sell at a higher price and adjust Nippon Steel Corporation's after-tax proceeds.
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