Nisshin Steel Co. Ltd. (TSE:5407) signed a basic agreement to acquire the remaining 94.88% stake in Nippon Metal Industry Co. Ltd. (TSE:5479) from a group of sellers in stock on November 15, 2011. The other shareholders include Nippon Life Insurance Company, Sumitomo Life Insurance Co., Mizuho Corporate Bank, Ltd., Taiyo Life Insurance Company and Bank of Tokyo-Mitsubishi UFJ, Ltd. Nisshin Steel and Nippon Metal will also execute a share transfer agreement and complete the drafting of share transfer plan by April 2012. The transaction is subject to approval of shareholders at the shareholders' meeting and approvals of relevant authorities including the Japan Fair Trade Commission. The transaction is expected to close on October 1, 2012. Both, Nisshin Steel and Nippon Metal, will establish a holding company by jointly transferring their respective shares and will become wholly-owned subsidiaries of such holding company. As a result, Nisshin Steel and Nippon Metal will delist themselves, and the holding company, which will become the wholly-owning parent company of Nisshin Steel and Nippon Metal, is scheduled to apply for new listing. Details such as holding company name, location of head office, name of representative, composition of officers and organization structure will decided later. As of December 21, 2011, the transaction was approved by the the Japan Fair Trade Commission.

As on March 19, 2012, Nisshin Steel Co. Ltd. (TSE: 5407) signed a business integration agreement to acquire Nippon Metal Industry Co. Ltd. for ¥11.2 billion in stock. Upon the share transfer, 0.1 share of common stock in the holding company will be issued for each 1 share of common stock in Nisshin and 0.056 shares of common stock in the holding company will be issued for each 1 share of common stock in Nippon. The holding company will be established as Nisshin Seiko Holdings Kabushiki Kaisha with Hideo Suzuki, Chairman and Director of Nisshin, as the Chairman and Director, Toshinori Miki (President & Chief Executive Officer and Representative Director of Nisshin), as the President & Chief Executive Officer and Representative Director and Hiroshi Yoshimura (President and Representative Director of Nippon) as the Vice President, Executive Officer and Representative Director.

The transaction is subject to obtaining the approvals such as approvals of relevant authorities including relevant competition laws overseas and approvals of Nippon and Nisshin shareholders at the shareholders' meetings. The execution of share transfer agreement and drafting of share transfer plan is scheduled in April 2012. The annual shareholders' meeting to approve the share transfer plan is scheduled in June 2012. The implementation date of the business integration and listing date of shares in the holding company is scheduled on October 1, 2012. Upon share transfer, the shares in Nisshin and Nippon are scheduled to be delisted as of September 26, 2012. As of June 12, 2012, the transaction has been granted early clearance of antitrust concerns under the HSR Act. The transaction has been approved by the shareholders of Nisshin Steel and Nippon Metal on June 26, 2012. The advisory expense for buyer is ¥604 million. Mitsubishi UFJ Morgan Stanley, Mizuho Securities, GCA Savvian and Nomura Securities consider the transaction to be fair and reasonable. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and Mizuho Securities Co., Ltd. acted as financial advisors for Nisshin. GCA Savvian Corporation and Nomura Securities Co., Ltd. acted as financial advisors for Nippon.

Nisshin Steel Co. Ltd. (TSE:5407) completed the acquisition of remaining 94.88% stake in Nippon Metal Industry Co. Ltd. (TSE:5479) from a group of sellers in stock on September 26, 2012.