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M&A and Subsidiary Changes9147NIPPON EXPRESS HOLDINGS,INC.Transportation and Logistics

Notice Regarding Changes in Subsidiaries and Other Entities Following a Capital Increase in a Consolidated Subsidiary and Completion of the Acquisition of Shares in Metro Supply Chain Group by a Consolidated Subsidiary (Indirect Subsidiary)

Funding through a capital increase in a consolidated subsidiary has been completed, and all shares of Canada's Metro Supply Chain Group were acquired, making it a wholly owned subsidiary. The Company plans to merge Metro Supply Chain Group with the acquisition vehicle.

Worth reading
69In 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
1800
CAD million (enterprise value)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in Metro Supply Chain Group
CounterpartyLDC Metro Holdings Inc., CDP Investissements Inc.
Disclosing companyNIPPON EXPRESS HOLDINGS,INC.
Metro Supply Chain Group Inc.Voting rights ownership percentageNumber of shares acquired 11,754,647 shares (100.0% of voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective DateShare acquisition completion date: 1 October 2026 (Canada time); merger effective date: 1 November 2026 (Canada time) (scheduled)
Target company

3PL (third-party logistics) business

Location Montreal, Quebec, CanadaShare capital CAD 266.364 million (¥30,632 million)Date of incorporation 1974
Net SalesCAD 1,377,189 thousand (¥158,377 million), fiscal year ended September 2025
Operating profitCAD 56,433 thousand (¥6,490 million), fiscal year ended September 2025
Net income for the current fiscal yearCAD 2,196 thousand (¥253 million), fiscal year ended September 2025
Net assetsCAD 139,308 thousand (¥16,020 million), fiscal year ended September 2025
Consideration and expenses
Acquisition priceEnterprise value: CAD 1,800 million (¥207,000 million)
Type of ConsiderationCash (the disclosure states that up to CAD 400 million will be paid in cash as an earn-out)
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending December 2026 is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionPayment of an earn-out of up to CAD 400 million is conditional on the target company achieving certain financial metrics stipulated in the share transfer agreement.
Management structure after acquisition18268738 Canada and Metro Supply Chain Group will merge on 1 November 2026 (Canada time) (scheduled), and the surviving company's trade name will be Metro Supply Chain Group Inc. Treatment of employees and representative: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in Metro Supply Chain Group
Counterparty nameLDC Metro Holdings Inc., CDP Investissements Inc.
Name of the Subject CompanyMetro Supply Chain Group Inc.
Business Description of the Subject Company3PL (third-party logistics) business
Location of the Subject CompanyMontreal, Quebec, Canada
Capital Stock of the Subject CompanyCAD 266.364 million (¥30,632 million)
Date of Establishment of the Subject Company1974
Net Sales of the Subject CompanyCAD 1,377,189 thousand (¥158,377 million), fiscal year ended September 2025
Operating Profit of the Subject CompanyCAD 56,433 thousand (¥6,490 million), fiscal year ended September 2025
Net Income of the Subject CompanyCAD 2,196 thousand (¥253 million), fiscal year ended September 2025
Net Assets of the Subject CompanyCAD 139,308 thousand (¥16,020 million), fiscal year ended September 2025
Acquisition priceEnterprise value: CAD 1,800 million (¥207,000 million)
Type of ConsiderationCash (the disclosure states that up to CAD 400 million will be paid in cash as an earn-out)
Number of shares acquired11,754,647 shares (100.0% of voting rights)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending December 2026 is currently under review.
Execution Date / Effective DateShare acquisition completion date: 1 October 2026 (Canada time); merger effective date: 1 November 2026 (Canada time) (scheduled)
Conditions Precedent to ExecutionPayment of an earn-out of up to CAD 400 million is conditional on the target company achieving certain financial metrics stipulated in the share transfer agreement.
Management structure after acquisition18268738 Canada and Metro Supply Chain Group will merge on 1 November 2026 (Canada time) (scheduled), and the surviving company's trade name will be Metro Supply Chain Group Inc. Treatment of employees and representative: not disclosed
Items this document does not state (13)
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)Date of board resolutionContract DateValuation 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.

Metro Supply Chain Group is described as having an operating base centered in Canada, the United States and the United Kingdom and as operating a contract logistics business across a broad range of areas, but no explicit acquisition rationale was stated.

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 Changes in Subsidiaries and Other Entities Following a Capital Increase in a Consolidated Subsidiary and Completion of the Acquisition of Shares in Metro Supply Chain Group by a Consolidated Subsidiary (Indirect Subsidiary) | NIPPON EXPRESS HOLDINGS,INC. (9147) timely disclosure | Komori