Nippon Steel Corporation (5401) said on Nov. 4 it will tender all of its shares in subsidiary Osaka Steel (5449) to a self-tender offer for 2.8 million shares at ¥2,100 each, a sale that would cut its voting stake to 51.0% (51.5% consolidated).
Osaka Steel's board approved the buyback on the same day. The offer price is a 10% discount to the stock's Nov. 2 closing price of ¥2,334 on the Tokyo Stock Exchange Standard Market, the lower of that close and the one-month average of ¥2,372, with fractions below one yen rounded down.
Nippon Steel holds 16,629,030 Osaka Steel shares, or 55.58%, and plans to tender all of them. The 2.8 million shares to be purchased represent 9.36%.
| Item | Figure |
|---|---|
| Offer price | ¥2,100 per share |
| Shares to be purchased | 2.8 million (9.36%) |
| Nippon Steel holding | 16,629,030 shares (55.58%) |
| Voting stake after sale | 51.0% (51.5% consolidated) |
Osaka Steel said the deal is part of a medium-term plan announced Jan. 31, 2025, which set a shareholder return program capped at ¥30.0 billion for fiscal 2025 through 2027. It bought back 9 million shares for ¥22.05 billion in a 2025 tender offer, and will use the remaining roughly ¥8.0 billion for a special dividend of about ¥2.06 billion and the new buyback.
Buying from its parent avoids lowering Osaka Steel's tradable share ratio, which stood at 28.54% as of March 31, 2026, against the Standard Market's 25% listing requirement, because Nippon Steel's stake is already excluded from the tradable count. The purchase size was set so Nippon Steel's stake stays at 51.00%, keeping Osaka Steel a subsidiary.
A special committee of three independent outside directors concluded on Nov. 4 that the offer is not disadvantageous to minority shareholders. Outside auditor Takanori Goto, who also holds posts at Nippon Steel, did not take part in the deliberations. Nippon Steel said the impact on its consolidated results will be minor.
| Osaka Steel Co., Ltd. | |
| Shares to be purchased | 2.8 million shares (9.36%) |
| Intramart Inc. | |
| Revised FY net profit forecast | ¥1.376 billion (+32.3%) |
| Hirakawa Hewtech Corp. | |
| H1 net sales | ¥25.54 billion (+41.2%) |
| Dainichi Kogyo | |
| H1 operating profit | ¥135 million (down 60.2%) |
| Jason | |
| Shares transferred | 1.6 million shares |
| Nippon Steel Corporation | |
| Tender offer price | ¥2,100 per share |
| TISI Inc. | |
| FY net profit forecast | ¥57.5 billion (from ¥57.0 billion) |
| ARE Holdings, Inc. | |
| FY net profit forecast (revised) | ¥36.0 billion (from ¥29.0 billion) |
| M&A / TOB | 16 |
| Guidance | 40 |
| Buybacks | 7 |
| Dividends | 7 |
| Capital | 6 |
| Earnings | 87 |
| People | 1 |
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