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FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant toRule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October 2019
Commission FileNumber: 333-228135
NIPPON STEEL CORPORATION
(Translation of registrant’s name into English)
6-1, Marunouchi2-chome
Chiyoda-ku,Tokyo 100-8071
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under coverForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(7): ☐
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Information furnished on this form:
Exhibit |
| |||||
1. | Press release, dated October 3, 2019, announcing merger (simplified merger) with Nippon Steel Nisshin Co., Ltd. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NIPPON STEEL CORPORATION | ||||||
Date: October 3, 2019 | By: | /s/ Kazumasa Shinkai | ||||
Kazumasa Shinkai | ||||||
Executive Officer, Head of General Administration Division |
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(Translation)
October 3, 2019
To Whom It May Concern,
Company Name: | Nippon Steel Corporation | |||
Representative: | Eiji Hashimoto, | |||
Representative Director and President | ||||
Stock listing: | First Section of Tokyo Stock Exchange, and Nagoya, Fukuoka and Sapporo Stock Exchanges | |||
Code Number: | 5401 | |||
Contact: | Fumiaki Onishi, General Manager, | |||
Public Relations Center | ||||
Telephone: | +81-3-6867-2135, 2146, 2977, 3419 |
Notice Regarding Merger (Simplified Merger) with Nippon Steel Nisshin Co., Ltd.
Nippon Steel Corporation (the “Company”) resolved, at the meeting of the Board of Directors held today, to implement a merger (the “Merger”) between the Company and its wholly owned subsidiary Nippon Steel Nisshin Co., Ltd. (“NSN”), in which the Company will be the surviving company and NSN will be the absorbed company, effective as of April 1, 2020.
Since the Merger is a simplified merger with a wholly owned subsidiary, certain disclosure items and details are omitted.
1. | Purpose of the Merger |
The Company made NSN into its subsidiary in March 2017, and has strived to maximize the effects of synergies by mutually utilizing management resources of both companies, while making the most of the strengths of each company, and has consistently achieved results in areas such as sales alliances, mutually flexible production, and developments of best practices in technology. In January 2019, the Company converted NSN into its wholly owned subsidiary, thereby establishing a structure oriented toward integrated operations that allow for swifter and more flexible responses in implementing intercompany measures, including those for pursuit of an optimized production system and business restructuring of group companies, in order to realize even greater synergies.
In the current fiscal year, however, the environment surrounding the steel making industry is rapidly deteriorating. In addition to a significant deterioration in the Company’s own business conditions, NSN, which is in the same industry as the Company (blast furnace steelmaking and steel sheet business), is likewise experiencing very harsh business conditions. In order to overcome this situation, it is necessary for the Nippon Steel Group to proceed with the urgent consideration and implementation of measures to pursue even greater total optimization.
Furthermore, in the context of a series of accidents and emergencies that have occurred at NSN since last year, an even greater level of integrated operations with the Company is becoming necessary from the perspectives of maintaining customer relationships and securing stable supply of products. Taking these circumstances into account, after consideration by both companies, the decision has been made to merge, forming an organizational structure for agile response aimed at strengthening competitiveness.
2. | Outline of the Merger |
(1) | Schedule |
Resolution of the Board of Directors on the Merger (the Company): | October 3, 2019 | |||
Execution date of the merger agreement: | October 3, 2019 | |||
Effective date of the Merger: | April 1, 2020 (planned) |
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* | Since the Merger falls under a simplified merger as set forth in Article 796, Paragraph 2 of the Companies Act for the Company, and a short-form merger as set forth in Article 784, Paragraph 1 of the Companies Act for NSN, neither the Company nor NSN will hold a general meeting of shareholders for approval of the merger agreement. |
(2) | Method of the Merger |
The Merger is an absorption-type merger in which the Company will be the surviving company and NSN will be the absorbed company. Upon the Merger, NSN will be dissolved.
(3) | Details of Allotment in Relation to the Merger |
Since this is a merger with the Company’s wholly owned subsidiary, no allotment of shares or other consideration will be made.
(4) | Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights |
NSN has not issued stock acquisition rights or bonds with stock acquisition rights.
3. | Overview of the Companies Involved in the Merger |
(1) | The Company |
(i) Name | Nippon Steel Corporation | |||
(ii) Location of head office | 6-1, Marunouchi2-chome,Chiyoda-ku, Tokyo | |||
(iii) Name and title of representative | Eiji Hashimoto, Representative Director and President | |||
(iv) Business operations | Steelmaking and steel fabrication, engineering, chemicals and materials, and system solutions | |||
(v) Paid-in capital | ¥419,524 million | |||
(vi) Date of establishment | April 1, 1950 | |||
(vii) Number of shares issued | 950,321,402 shares | |||
(viii)Fiscalyear-end | March 31 | |||
(ix) Major shareholders and percentage of ownership (as of March 31, 2019) | Japan Trustee Services Bank, Ltd. (Trust Account) | 5.2% | ||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 5.1% | |||
Nippon Life Insurance Company | 2.7% | |||
Japan Trustee Services Bank, Ltd. (Trust Account 5) | 2.0% | |||
Japan Trustee Services Bank, Ltd. (Trust Account 9) | 1.8% | |||
Sumitomo Corporation | 1.8% | |||
Sumitomo Mitsui Banking Corporation | 1.6% | |||
Meiji Yasuda Life Insurance Company | 1.5% | |||
MUFG Bank, Ltd. | 1.5% | |||
JP MORGAN CHASE BANK 385151 | 1.4% | |||
(x) Results of operations and financial position for the immediately preceding fiscal year (consolidated, IFRS) | ||||
Fiscal year | Fiscal year ended March 31, 2019 | |||
Total equity | ¥3,607,367 million | |||
Total assets | ¥8,049,528 million | |||
Total equity per share attributable to owners of the parent | ¥3,509.72 | |||
Revenue | ¥6,177,947 million | |||
Business profit (*) | ¥336,941 million | |||
Operating profit | ¥265,111 million | |||
Profit before income taxes | ¥248,769 million | |||
Profit attributable to owners of the parent | ¥251,169 million | |||
Basic earnings per share | ¥281.77 |
(*) | Business profit indicates the results of sustainable business activities, and is an important measure to compare and evaluate the Company’s consolidated performance continuously. It is defined as being deducted Cost of sales, Selling general and administrative expenses and Other operating 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 is composed mainly of Dividend income, Foreign exchange gains or losses, Loss on disposal of fixed assets. |
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(2) | NSN |
(i) Name | Nippon Steel Nisshin Co., Ltd. | |||
(ii) Location of head office | 4-1 Marunouchi3-chome,Chiyoda-ku, Tokyo | |||
(iii) Name and title of representative | Kinya Yanagawa, President & CEO and Representative Director | |||
(iv) Business operations | Steelmaking business (manufacture and sale of steel products) | |||
(v) Paid-in capital | ¥30,000 million | |||
(vi) Date of establishment | October 1, 2012 | |||
(vii) Number of shares issued | 109,766,313 shares | |||
(viii)Fiscalyear-end | March 31 | |||
(ix) Major shareholders and percentage of ownership | The Company 100% | |||
(x) Results of operations and financial position for the immediately preceding fiscal year (non-consolidated, JGAAP) | ||||
Fiscal year | Fiscal year ended March 31, 2019 | |||
Net assets | ¥146,323 million | |||
Total assets | ¥568,901 million | |||
Net assets per share | ¥1,333.05 | |||
Net sales | ¥464,285 million | |||
Operating profit (loss) | ¥(10,193) million | |||
Ordinary profit (loss) | ¥(4,099) million | |||
Profit | ¥2,887 million | |||
Earnings per share | ¥26.30 |
4. | Situation after the Merger |
There will be no changes in the Company’s trade name, location of head office, name and title of representative, business operations,paid-in capital or fiscalyear-end as a result of the Merger.
5. | Future Outlook |
Since this is a merger with the Company’s wholly owned subsidiary, the impact of the Merger on the Company’s consolidated results will be immaterial.
(Reference) Consolidated Financial Results Forecasts for Fiscal 2019 (released on August 1, 2019) and Consolidated Financial Results for Fiscal 2018
Revenue (Millions of yen) | Business profit (Millions of yen) | Profit attributable to owners of the parent (Millions of yen) | Basic earnings per share (Yen) | |||||||||||||
Fiscal 2019 Forecast (April 1, 2019 to March 31, 2020) | — | 150,000 | — | — | ||||||||||||
Fiscal 2018 Results (April 1, 2018 to March 31, 2019) | 6,177,947 | 336,941 | 251,169 | 281.77 |