NTT has decided to sell its entire holding in NEC, 65.118mn shares or 4.90%, and NEC has agreed to buy back half of it through a self-tender at ¥3,462 a share. NTT's notice describes the plan as a sale to be carried out. It is not yet complete.
Two exits, equal halves
NTT plans to sell 32.559mn shares off-market through a securities firm, mainly to overseas institutional investors. Delivery is set for 12 November 2026. The price is undecided and is due to be fixed on 10 November. NEC names Goldman Sachs Japan as bookrunner for that sale.
NTT has also decided to tender the other 32.559mn shares into NEC's offer. The tender period runs from 13 November to 14 December 2026, with settlement starting on 7 January 2027.
| Item | Off-market sale | NEC self-tender |
|---|---|---|
| Shares | 32.559mn | 32.559mn |
| Price | Undecided; due 10 November 2026 | ¥3,462 a share |
| Key dates | Delivery 12 November 2026 | 13 November to 14 December 2026; settlement from 7 January 2027 |
How NEC set the price
NEC's board approved the buyback on 9 November, capped at 32,559,100 shares and ¥130bn. The ¥3,462 price is the lower of two figures: a 22.7% discount to Monday's close of ¥4,479, or a 17% discount to the six-month average close of ¥4,545, which would have given ¥3,772.
NEC says the ¥3,462 price is 23.83% below the six-month average, 29.36% below the three-month average and 32.05% below the one-month average. It cites 108 comparable self-tenders since 2022, 88 of them at about a 10% discount, and notes NTT's 2020 entry price of ¥990 on a split-adjusted basis. NEC says it asked for a deeper discount partly to reduce the chance that its share price falls below the offer during the tender period. NTT accepted the terms on 2 November.
The tender would cost about ¥112.741bn, funded from cash. NEC reports ¥435.79bn of cash and equivalents at 30 September and says its financial health will hold.
Conditions and loose ends
NEC's offer is subject to preconditions, including completion of NTT's market sale to Goldman Sachs and NTT's warranties holding true. NEC says it can start the tender even if they are not met. If tendered shares exceed 32.559mn, NEC will buy pro rata, and NTT has said it has not decided what to do with any leftover shares.
NEC has not decided what to do with the shares it buys. Its 2030 medium-term plan says treasury shares above 5% of issued shares are in principle to be cancelled.
Shareholding ends, alliance stays
NTT took its stake in July 2020 through a third-party share allotment of 13,023,600 shares, 5.00% at the time, alongside a capital and business alliance covering O-RAN, IOWN/APN and submarine cables. It is NEC's third-largest shareholder as of 30 September.
Both companies say the business alliance continues as before, and NEC says the two signed an amendment to end the capital-related agreements. NEC says the sale is a review of the capital alliance, not an ordinary sale of a policy holding. NTT told NEC around the end of 2024 that it intended to sell medium term.
Under IFRS, NTT books no gain on consolidated profit. In its standalone accounts it expects a gain of about ¥189bn as an extraordinary profit in the October-December quarter of the year ending March 2027. That is an estimate based on the assumed sale price at 9 November and could change.