Nippon Yusen Kabushiki Kaisha (NYK) wants to pay ¥10,600 a share to take full control of dry-bulk carrier NS United Kaiun Kaisha (TSE: 9110), a price 36.95% above the target's last close before the announcement. NS United Kaiun's board has agreed to back the bid and recommend shareholders tender their stock. The payoff comes with a catch: the target's board also voted to cut its dividend forecast for the year to March 2027 to zero from a previously guided ¥295 a share, but that revision only takes effect if the tender offer actually closes.
Two affiliates, not a parent and a subsidiary
NS United Kaiun is not currently a subsidiary of either company involved in the deal. It is an equity-method affiliate of both: steelmaker Nippon Steel is the top shareholder with 33.36% of the stock, and NYK is the No. 2 shareholder with a combined 18.55%, held directly and through a wholly owned tug-boat unit. NYK's tender targets the roughly 48% of shares held by outside investors, aiming to convert its minority stake into majority control.
| Feature | Detail |
|---|---|
| Main tender price | ¥10,600 per share |
| Second-stage self-tender price | ¥7,676 per share |
| Minimum shares sought in main tender | 3,524,375 shares (14.96% of stock) |
| NYK's stake before the deal | 18.55% (No. 2 shareholder) |
| Nippon Steel's stake before the deal | 33.36% (top shareholder) |
| Planned ownership after squeeze-out | NYK 83.33%, Nippon Steel 16.67% |
| Premium to last close before announcement | 36.95% |
A second, cheaper tender for the top shareholder
The deal is built in two stages, largely to manage Nippon Steel's tax position. Nippon Steel has agreed not to tender any shares into NYK's main offer. Instead, NS United Kaiun itself will run a second buyback tender at a lower price of ¥7,676 a share, open to any shareholder who wants to sell into it, though the underlying agreement specifically commits Nippon Steel to tender 4.72mn of its shares, 20.03% of the company, while keeping the remaining 13.33% for now. NYK and Nippon Steel say the lower self-tender price reflects a tax exemption on deemed dividends available to corporate sellers, and that structuring the deal this way let NYK offer public shareholders a higher price in the main tender than it otherwise could.
Delisting is the plan, not yet the outcome
If both tenders proceed as intended, NYK would end up owning 83.33% of NS United Kaiun and Nippon Steel 16.67%, with no other shareholders left, and the company would then be delisted from the Tokyo Stock Exchange's Prime market. Any shares NYK cannot buy through the main tender would be mopped up later through a share consolidation, expected around April 2027, that would force out remaining holders at the same ¥10,600. NYK is targeting a launch for the main tender between late November and December 2026, once it clears antitrust reviews in Japan, Australia, China and Brazil.
The underlying business, meanwhile, is running well ahead of its own delisting: NS United Kaiun's quarterly revenue rose 22.8% and operating profit nearly doubled in the three months to June on strong dry-bulk and LPG freight rates, and the company raised its full-year profit guidance even as it wiped out the payout to shareholders.