iMarine

NYK Launches $992 Million Two-Stage Takeover to Secure 83.33% Control of Dry Bulk Affiliate NS United Kaiun

Japanese shipping giant NYK is advancing a major acquisition plan to take its dry bulk affiliate, NS United Kaiun (hereinafter referred to as the “Target Company”), private and increase its shareholding to 83.33%. Valued at approximately $992 million, the transaction is expected to be executed in two stages.

First, NYK will launch a tender offer at a price of 10,600 yen per share to acquire up to 11.38 million shares, representing 48.29% of the outstanding shares—excluding those held by NYK Line and Nippon Steel, as well as the target company’s treasury shares.

The maximum value of this tender offer is approximately US$765 million. The offer price represents a 36.95% premium over the target company’s closing price on July 30. The target company’s board of directors has approved the transaction and stated that, once the offer commences, it will recommend that all shareholders accept the bid.

Secondly, the target company will repurchase 4.72 million shares from Nippon Steel for approximately $230 million. Upon completion of the transaction, Nippon Steel’s stake in the target company will decrease from 33.36% to 16.67%, while NYK Line’s stake will rise from the current 18.55% to 83.33%. The combined value of the two transactions is approximately $992 million.

If NYK fails to acquire all target shares through the tender offer, the remaining minority shareholders will be squeezed out, thereby prompting the target company’s delisting from the Tokyo Stock Exchange. The series of transactions remains subject to antitrust approvals in Japan, Australia, China, and Brazil; the tender offer is set to launch in late November or December 2026, with the privatization expected to be completed by mid-April 2027.

NS United Kaiun operates a fleet of approximately 210 vessels—comprising about 130 oceangoing ships and 80 coastal vessels—primarily dedicated to transporting iron ore, coking coal, and other steel-industry-related cargoes. The company is actively expanding its fleet of large, low-carbon vessels; earlier this year, it signed a long-term time charter agreement with Rio Tinto for two 209,000-dwt methanol dual-fuel Newcastlemax bulk carriers, with deliveries scheduled to begin in 2028.

NYK operates a fleet exceeding 900 vessels, with a dry bulk segment comprising over 400 ships. The company stated that acquiring full ownership of NS United Kaiun would help optimize vessel deployment, reduce procurement costs related to fuel, vessels, and financing, and strengthen ties with steel industry clients.

Prior to the announcement of this proposed transaction, NYK Line had just completed a major deal: acquiring the 50% stake in the Norwegian shipping company Saga Welco AS held by Westfal-Larsen, thereby making it a wholly-owned subsidiary. Saga Welco operates a fleet of 48 open-hatch multipurpose vessels, primarily transporting cargoes such as pulp, aluminum ingots, and steel products.

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