NYK hereby announces that, at a meeting of its Board of Directors held today, it resolved, as part of a series of transactions (the “Transactions”), to make NS United Kaiun Kaisha, Ltd. (“NS United Kaiun” or the “Target Company”), an equity-method affiliate of NYK, a consolidated subsidiary, and to make NYK and Nippon Steel Corporation (“Nippon Steel”) the only shareholders of the Target Company, with their shareholding ratios to be set at 83.33% and 16.67%, respectively.
The Transactions include the implementation of a tender offer (the “Tender Offer”) for the common shares of the Target Company, subject to the satisfaction of certain conditions precedent, including obtaining clearances for prior notifications under applicable competition laws in Japan, Australia, China, and Brazil (the “Conditions Precedent”). NYK also resolved to enter into a transaction framework agreement and a shareholders’ agreement with Nippon Steel, as well as a tender offer agreement with the Target Company (collectively, the “Material Agreements”).
The Transactions consist primarily of the following:
- The Tender Offer by NYK to acquire all common shares of the Target Company (excluding shares held by NYK and Nippon Steel, and treasury shares held by the Target Company);
- A tender offer for share repurchase to be conducted by the Target Company, subject to the successful completion of the Tender Offer, for the purpose of acquiring a portion of the shares held by Nippon Steel (the “Tender Offer for Share Repurchase”); and
- In the event that NYK is unable to acquire all of the Target Company’s shares through the Tender Offer, a series of squeeze-out procedures to make NYK and Nippon Steel the sole shareholders of the Target Company.
If the squeeze-out procedures are implemented, the shares of NS United Kaiun are expected to be delisted following the prescribed procedures.