Nippon Steel Corporation proposed to acquire 53.58% stake in Krosaki Harima Corporation from Nippon Steel Texeng Co., LTD and others shareholders for ¥75.8 billion.
Published on 08/01/2025
at 11:41 am EDT - Modified on 07/31/2025
Nippon Steel Corporation (TSE:5401) proposed to acquire 53.58% stake in Krosaki Harima Corporation (TSE:5352) from Nippon Steel Texeng Co., LTD and others shareholders for ¥75.8 billion on April 4, 2025. A cash consideration valued at ¥4200 per share will be paid by Nippon Steel Corporation. Subsequently, on May 28, 2025, the Offeror submitted a proposal to the Target to make the Target a wholly owned subsidiary through a tender offer and a demand for the sale of shares or a share consolidation. As of August 1, 2025, the Tender Offeror aims to commence the Tender Offer by early February, 2026. Krosaki at the meeting of the board of directors, adopted a resolution to express their opinion in support of the Tender Offer if the Tender Offer is commenced, and recommended that all of Krosaki?s shareholders tender in the Tender Offer.
The transaction is subject to minimum tender. If the total number of Tendered Shares, Etc. is less than the minimum number of shares to be purchased (6,819,196 shares), none of the Tendered Shares, Etc. will be purchased. If the total number of Tendered Shares, Etc. equals or exceeds the minimum number of shares to be purchased, all of the Tendered Shares, Etc. will be purchased. The Board of Directors of Krosaki Harima Corporation formed a special committee for the transaction. The Target Company, upon receiving advice from Anderson Mori & Tomotsune, selected Takuji Kato, Yumi Akagi, and Jun Ogaku as candidates for the Special Committee to ensure a balance of knowledge, experience, and capabilities across the entire Special Committee and an appropriate size.
Nomura Securities Co., Ltd. acted as financial advisor for Nippon Steel Corporation. Nishimura & Asahi acted as legal advisor for Nippon Steel Corporation. SMBC Nikko Securities Inc. acted as financial advisor for Krosaki Harima Corporation. SMBC Nikko Securities Inc. acted as fairness opinion provider for Krosaki Harima Corporation. Anderson Mori & Tomotsune acted as legal advisor for Krosaki Harima Corporation.
KROSAKI HARIMA CORPORATION is a Japan-based company mainly engaged in the manufacture of refractory materials. The Company operates through four business segments. Refractory segment is involved in the manufacture and sale of refractories used in various industrial kilns. Furnace segment is involved in the design, construction and repair of various kilns. Ceramics segment is involved in the manufacture and sale of various industrial fine ceramics, as well as sale of landscape materials. Real Estate segment is involved in the building and leasing of stores and warehouses on company land. The Company is also involved in the manufacture and sale of lime for steelworks.
This super rating is the result of a weighted average of the rankings based on the following ratings: Global Valuation (Composite), EPS Revisions (4 months), and Visibility (Composite). We recommend that you carefully review the associated descriptions.
Investor
Investor
This super composite rating is the result of a weighted average of the rankings based on the following ratings: Fundamentals (Composite), Global Valuation (Composite), EPS Revisions (1 year), and Visibility (Composite). We recommend that you carefully review the associated descriptions.
Global
Global
This composite rating is the result of an average of the rankings based on the following ratings: Fundamentals (Composite), Valuation (Composite), Financial Estimates Revisions (Composite), Consensus (Composite), and Visibility (Composite). The company must be covered by at least 4 of these 5 ratings for the calculation to be performed. We recommend that you carefully review the associated descriptions.
-
Quality
Quality
This composite rating is the result of an average of the rankings based on the following ratings: Capital Efficiency (Composite), Quality of Financial Reporting (Composite), and Financial Health (Composite). The company must be covered by at least 2 of these 3 ratings for the calculation to be performed. We recommend that you carefully review the associated descriptions.
ESG MSCI
ESG MSCI
The MSCI ESG score assesses a company’s environmental, social, and governance practices relative to its industry peers. Companies are rated from CCC (laggard) to AAA (leader). This rating helps investors incorporate sustainability risks and opportunities into their investment decisions.
Nippon Steel Corporation proposed to acquire 53.58% stake in Krosaki Harima Corporation from Nippon Steel Texeng Co., LTD and others shareholders for ¥75.8 billion.
