Nippon Steel : Notice of Merger between Nippon Steel Corporation and Sanyo Special Steel Co., Ltd.

Published May 13, 2026 at 6:54 a.m. UTC

Source: MarketScreener

May 13, 2026

Nippon Steel Corporation Sanyo Special Steel Co., Ltd.

Notice of Merger between Nippon Steel Corporation and Sanyo Special Steel Co., Ltd.

Nippon Steel Corporation (Nippon Steel) and Sanyo Special Steel Co., Ltd. (Sanyo Special Steel), a wholly-owned subsidiary of Nippon Steel, hereby announce that their respective Boards of Directors, at meetings held today, resolved to conduct a merger (the "Merger") with Nippon Steel as the surviving company and Sanyo Special Steel as the dissolving company, effective as of April 1, 2027, as follows.

Purpose of the Merger
Based on its high-cleanliness steel manufacturing technology, Sanyo Special Steel has been supplying products such as bearing steel with the largest market share in Japan, while promoting globalization through integrated manufacturing mainly in Europe and India. In addition, Sanyo Special Steel is developing a resource recycling-oriented business by using iron and steel scrap as its main raw material.
Going forward, domestic demand for the bars, wire rods and specialty steel products will weaken due to declining domestic demand caused by a shrinking population, China's excessive production and export push, and the trend toward electrification of automobiles over the medium to long term. These factors are expected to intensify competition in Japan. On a global scale, however, population increase and economic growth are expected to expand the market in countries like India, global demand for locally produced materials is likely to increase in North America and Europe against the backdrop of industrial protection in these regions, and the need to comply with environmental regulations is also expected to grow. In addition, the business environment surrounding the bars, wire rods and specialty steel products business is becoming more complex, as market growth is expected in high-value-added fields such as semiconductors, energy, and aerospace.
Based on this understanding of the environment, in April 2025, Nippon Steel made Sanyo Special Steel a wholly owned subsidiary of Nippon Steel in order to expand profit opportunities and strengthen business strategies through the integration and optimization of the bars, wire rods and specialty steel products business and pursue further optimal production systems for the entire Group. Both companies have since strived jointly to demonstrate synergy effects.
Specifically, we have promoted initiatives such as expanding sales and strengthening our ability to propose technological solutions through cooperation in sales and technology, improving cost competitiveness through raw material measures such as scrap procurement, and deepening and
expanding our global strategy. At the same time, we have decided to consolidate production of steel products and free-forged products manufactured by similar facilities at both companies from Nippon Steel's Osaka Area of Kansai Works to Sanyo Special Steel, and to relocate to Sanyo Special Steel or suspend the relevant facilities in the Osaka Area. We have thus been working on initiatives that contribute to the enhancement of the corporate value of the Group as a whole, such as the decision to relocate.
At this juncture, by recognizing that a more unified organizational and business operation will contribute to further maximizing synergies at an early stage, we have decided to absorb Sanyo Special Steel into Nippon Steel. We will accelerate our global growth strategy and expand our presence in growth fields and high-value-added fields by integrating all resources, such as products, knowledge, and human resources, in each of the manufacturing, sales, technology, and research fields. We will make steady progress in establishing our position as the best steelmaker with world-leading capabilities, and that overwhelmingly leads the market in the bars, wire rods and specialty steel products field.
Through the Merger, the Nippon Steel Group will strive to contribute to its customers even more than before, and work to achieve further profit growth.
Summary of the Merger
1. Schedule
  Date of Board resolution (both companies): May 13, 2026 Date of conclusion of merger agreement: May 13, 2026 Effective date of merger: April 1, 2027
  Notes:
  Since the Merger falls under the category of a simplified merger as stipulated in Article 796, Paragraph 2 of the Companies Act for Nippon Steel and a short-form merger as stipulated in Article 784, Paragraph 1 of the Companies Act for Sanyo Special Steel, neither company will hold a general meeting of shareholders to approve the merger agreement.
  The Merger shall become effective only upon receipt of a notification confirming the completion of the review by the Inspectorate of Strategic Products (ISP) under the Swedish Screening of Foreign Direct Investments Act.
2. Method of the Merger
  The Merger will be an absorption-type merger, with Nippon Steel as the surviving company and Sanyo Special Steel as the dissolving company, and Sanyo Special Steel will be dissolved upon the Merger.
3. Details of the Allotment with the Merger
  The Merger is between Nippon Steel and Sanyo Special Steel, a wholly-owned subsidiary of Nippon Steel, and no shares or other money, etc. will be delivered.
4. Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger Not applicable.

Outline of the Companies Involved in the Merger

Nippon Steel

1. Company Name		NIPPON STEEL CORPORATION
2. Head Office		2-6-1 Marunouchi, Chiyoda-ku, Tokyo
3. Leadership		Tadashi IMAI, Representative Director, President and COO
4. Business		Steelmaking and steel fabrication, engineering and construction, chemicals and materials, system solutions
5. Capital (as of March 31, 2026)		JPY 569,519 million
6. Date of Establishment		April 1, 1950
7. Number of Outstanding Shares (as of March 31, 2026)		5,373,633,760 shares
8. Fiscal Year End		March 31
9. Major Shareholders and Shareholding Ratios (as of March 31, 2026)		The Master Trust Bank of Japan, Ltd. 13.9% (Trust Account) Custody Bank of Japan, Ltd. (Trust 4.0% Account) THE CHASE MANHATTAN BANK, 1.9% N.A. LONDON SECS LENDING OMNIBUS ACCOUNT Nippon Life Insurance Company 1.8% JP MORGAN CHASE BANK 385642 1.8% JP MORGAN CHASE BANK 385781 1.4% STATE STREET BANK AND TRUST 1.4% COMPANY 505001 Nippon Steel Group Employees 1.3% Shareholding Association Meiji Yasuda Life Insurance Company 1.3% Mizuho Bank, Ltd. 1.1%
10. Financial Position and Operating Results for the Latest Fiscal Year (Consolidated/IFRS)
	Fiscal Year	Fiscal year ended March 31, 2026
	Total Equity	JPY 6,024,560 million
	Total Assets	JPY 14,660,583 million
	Equity Attributable to Owners of	JPY 1,058.19

	the Parent per Share
	Revenue	JPY 10,063,216 million
	Business Profit*	JPY 514,128 million
	Operating Profit	JPY 242,903 million
	Profit Before Income Taxes	JPY 172,814 million
	Profit for the Year Attributable to Owners of the Parent	JPY 17,158 million
	Basic Earnings per Share	JPY 3.28

Note: Business profit on consolidated statements of profit or loss indicates the results of sustainable business activities and is an important measure to compare and evaluate Nippon Steel Group's consolidated performance continuously. It is defined as being deducted cost of sales, selling general and administrative expenses and other expenses from revenue, and added share of profit in investments accounted for using the equity method and other operating income. Other operating income and expenses are composed mainly of dividend income, foreign exchange gains or losses, and losses on disposal of fixed assets.

Sanyo Special Steel

1. Company Name		Sanyo Special Steel Co., Ltd.
2. Head Office		3007, Nakashima, Shikama-ku, Himeji, Hyogo Prefecture
3. Leadership		Kazuhisa Fukuda, President and Representative Director
4. Business		Steel products, metal powders, formed and fabricated materials, and others
5. Capital (as of March 31, 2026)		JPY 53,800 million
6. Date of Establishment		January 11, 1935
7. Number of Outstanding Shares (as of March 31, 2026)		54,507,307 shares
8. Fiscal Year End		March 31
9. Major Shareholder and Shareholding Ratio (as of March 31, 2026)		Nippon Steel Corporation 100%
10. Financial Position and Operating Results for the Latest Fiscal Year (Nonconsolidated/Japanese GAAP)
	Fiscal Year	Fiscal year ended March 31, 2026
	Total Equity	JPY 203,358 million
	Total Assets	JPY 284,985 million
	Equity Attributable to Owners of the Parent per Share	JPY 3,732.74

	Net Sales	JPY 171,356 million
	Operating Income	JPY 9,436 million
	Ordinary Income	JPY 13,034 million
	Net Income Attributable to Owners of the Parent	JPY 10,205 million
	Basic Earnings per Share	JPY 187.33

Situation After the Merger
There will be no changes in the Nippon Steel's trade name, location of head office, name and title of the representative, business descriptions, paid-in capital or fiscal year-end as a result of the Merger.
Future Prospects

As the Merger is between Nippon Steel and its wholly-owned subsidiary Sanyo Special Steel, the impact on Nippon Steel's consolidated results of operation will be negligible.

(For inquiries)

Nippon Steel Corporation

Corporate Communications Div.: https://www.nipponsteel.com/en/contact/

Sanyo Special Steel Co., Ltd.

General Affairs Department: https://www.sanyo-steel.co.jp/english/contact/