ENEOS Holdings has agreed to buy out Goldman Sachs and own the road builder NIPPO outright. Its board resolved on 23 October 2026 to acquire 65% of the issued shares of Roadmap Holdings (RMH), the company that owns all of NIPPO, and the purchase contract was signed the same day.
Who sells, and who owns what
The sellers are two special-purpose companies held indirectly by The Goldman Sachs Group, Inc. They own 59.5% and 5.5% of RMH. ENEOS holds the other 35% of RMH's issued shares, which is 50.1% of its voting rights, and already consolidates RMH as a subsidiary. After the deal ENEOS would own 100% of RMH, and through it 100% of NIPPO.
ENEOS's 35% of RMH is a direct holding; the notice also describes it as a 35% indirect interest in NIPPO through RMH. The transfer is scheduled for November 2026. The notice does not give a purchase price.
| Share class | ENEOS holds now | To be acquired | ENEOS holds after |
|---|---|---|---|
| Ordinary shares | 150,300,000 (50.1% of the class) | 149,700,000 (49.9% of the class) | 300,000,000 |
| Non-voting shares | 59,700,000 (19.9% of the class) | 240,300,000 (80.1% of the class) | 300,000,000 |
| Combined issued shares | 35.0% | 65.0% | 100% |
The reasoning
ENEOS took NIPPO private in 2021 to end the parent-child listing and strengthen governance. The basic policy then was to run NIPPO jointly with Goldman Sachs and eventually relist it. ENEOS now says its business environment and growth strategy have changed. It cites decarbonisation that may advance more slowly than first assumed, and a greater emphasis on core earnings and on businesses that can contribute to profit early.
The main argument is asphalt. ENEOS produces asphalt as a co-product of fuel oil and basic chemicals, and NIPPO uses it as raw material for asphalt mixture and road paving. ENEOS says stable asphalt output supports energy supply and refinery operations, while NIPPO needs competitive raw-material supply. It adds that competition from imported asphalt has intensified in recent years. Full ownership, it says, would let the group balance both goals and keep the value created across the chain, and would allow joint development of asphalt materials.
ENEOS also cites two other areas: using NIPPO's soil-improvement and construction know-how on idle land and other group assets, and working with NIPPO's overseas business base in Southeast Asia, where it expects road-infrastructure demand to keep growing.
What it does to the numbers
ENEOS expects the effect on results for the current fiscal year to be minor. An accompanying slide gives a reference calculation on a full 12-month basis. NIPPO's operating profit contribution would stay at ¥41.2bn, since NIPPO is already consolidated. Profit attributable to owners of the parent from NIPPO would rise by ¥17.2bn, from ¥10.7bn in the year to March 2026 to ¥27.9bn. ENEOS labels these reference values rather than a forecast.
NIPPO had net assets of ¥312.1bn and total assets of ¥501.4bn at the end of March 2026.