NIPPON STEEL & SUMITOMO METAL CORPORATION (TSE:5401) entered into an agreement to acquire additional 42.78% stake in Nisshin Steel Co., Ltd. (TSE:5413) for ¥76 billion in cash on May 13, 2016. Under the terms of the agreement, NIPPON STEEL will make a tender offer and if required make capital increase through third-party allotment to acquire additional shares up to 51.1% stake in Nisshin. NIPPON will make the tender offer for 46.9 million Nisshin shares at a price of ¥1,620 per Nisshin shares. NIPPON will hold approximately 56.02 million Nisshin shares and Nisshin Steel will continue to be listed in the Tokyo Stock Exchange, post-transaction.

The transaction is subject to domestic and foreign competition laws and received unanimous approval from nine directors of Nisshin except Kenji Minami. The tender offer is expected to commence around February 2017, with payment period between December 1, 2016 and June 23, 2017. The tender offer will be extended to 30 business days and will end on Thursday, March 16, 2017. The deal is expected to create synergies. As of May 20, 2016, FTC approved the transaction. As on January 27, 2017, NIPPON STEEL & SUMITOMO METAL CORPORATION received a notice from Japan Fair Trade Commission stating that it will not issue a cease and desist order, whereby the conditions including completion of procedures required under domestic and foreign competition laws, were satisfied. Accordingly, at NIPPON STEEL & SUMITOMO METAL CORPORATION's board meeting held today, it adopted a resolution to commence the tender offer on February 3, 2017. The tender offer will commence on February 3, 2017 to March 6, 2017. As on February 2, 2017, Board of Directors of Nisshin Steel unanimously approved the transaction. Transaction is expected to close on March 13, 2017.

Nomura & Partners acted as legal advisor to Nisshin Steel. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor and fairness opinion provider to Nisshin. Robert G. Delamater, Keiji Hatano of Sullivan & Cromwell LLP acted as legal advisor to Nippon Steel. Nomura Securities Co., Ltd acted as tender offer agent.

NIPPON STEEL & SUMITOMO METAL CORPORATION (TSE:5401) completed the acquisition of additional 42.78% stake in Nisshin Steel Co., Ltd. (TSE:5413) on March 6, 2017.