Worth reading
63In focus
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
1800
C$ millionWording
Conditional
How definitive the wording is.This transaction
TransactionCounterpartyLDC Metro Holdings Inc., CDP Investissements Inc.
Disclosing companyNIPPON EXPRESS HOLDINGS,INC.
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
3PL (third-party logistics) business
Location CanadaShare capital CAD 266.364 million (¥30,632 million)Date of incorporation 1974
Net SalesCAD 1,377.189 million (¥158,377 million*) / fiscal year ended September 2025
Operating profitCAD 56.433 million (¥6,490 million*) / fiscal year ended September 2025
Net income for the current fiscal yearCAD 2.196 million (¥253 million*) / fiscal year ended September 2025
Net assetsCAD 139.308 million (¥16,020 million*) / fiscal year ended September 2025
Consideration and expenses
Acquisition priceEnterprise value of CAD 1,800 million (¥207,000 million*). The actual acquisition price will be finalized after adjustments for the target company's net interest-bearing debt, working capital and other items as of completion of the transaction. In addition, an earnout of up to CAD 400 million (¥46,000 million*) will be payable.
Type of ConsiderationCash
Impact on Business Performance
The impact on the company's consolidated results for the fiscal year ending December 2026 is currently being examined. The company will promptly disclose any matters that should be disclosed in the future.
Procedures and assumptions
Conditions Precedent to ExecutionThe conditions precedent to completion of the transaction, including completion of procedures under the competition laws of the relevant countries, must be satisfied.
Management structure after acquisitionIt is stated that the target company will join the NX Group and pursue further business expansion as a member of the NX Group. Details regarding the corporate name, representative and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | LDC Metro Holdings Inc., CDP Investissements Inc. |
| Name of the Subject Company | Metro Supply Chain Group Inc. |
| Business Description of the Subject Company | 3PL (third-party logistics) business |
| Location of the Subject Company | Canada |
| Capital Stock of the Subject Company | CAD 266.364 million (¥30,632 million) |
| Date of Establishment of the Subject Company | 1974 |
| Net Sales of the Subject Company | CAD 1,377.189 million (¥158,377 million*) / fiscal year ended September 2025 |
| Operating Profit of the Subject Company | CAD 56.433 million (¥6,490 million*) / fiscal year ended September 2025 |
| Net Income of the Subject Company | CAD 2.196 million (¥253 million*) / fiscal year ended September 2025 |
| Net Assets of the Subject Company | CAD 139.308 million (¥16,020 million*) / fiscal year ended September 2025 |
| Acquisition price | Enterprise value of CAD 1,800 million (¥207,000 million*). The actual acquisition price will be finalized after adjustments for the target company's net interest-bearing debt, working capital and other items as of completion of the transaction. In addition, an earnout of up to CAD 400 million (¥46,000 million*) will be payable. |
| Type of Consideration | Cash |
| Number of shares acquired | 11,754,647 shares (voting rights ownership ratio: 100.0%; number of voting rights: not disclosed) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The impact on the company's consolidated results for the fiscal year ending December 2026 is currently being examined. The company will promptly disclose any matters that should be disclosed in the future. |
| Date of board resolution | 17 April 2026 |
| Contract Date | 17 April 2026 |
| Execution Date / Effective Date | July 2026 to December 2026 (予定) |
| Conditions Precedent to Execution | The conditions precedent to completion of the transaction, including completion of procedures under the competition laws of the relevant countries, must be satisfied. |
| Management structure after acquisition | It is stated that the target company will join the NX Group and pursue further business expansion as a member of the NX Group. Details regarding the corporate name, representative and treatment of employees are not disclosed. |
Items this document does not state (11)
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 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 accelerate growth in the global market and enhance corporate value by strengthening its presence in the North American logistics business, enhancing end-to-end solutions, particularly in sales logistics, acquiring a customer base centered on Canada, the United States and the United Kingdom, and creating synergies by leveraging the customer bases and regional characteristics of both companies.
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