Nippon Steel Corporation is to acquire the shares of common stock of Tokyo Rope Manufacturing Co Ltd through a tender offer to promote restructuring of Company’s management and governance systems. Nippon Steel, as a shareholder of Tokyo Rope Manufacturing Co Ltd, has continuously held dialogue with the Target Company’s management team from mid May 2017 until mid February 2020, just before the spread of COVID-19 and encouraged them to improve the business, including by pointing out management issues to be addressed. Nevertheless, the management team of Tokyo Rope Manufacturing Co Ltd has displayed neither a sense of crisis with respect to the damage to corporate value nor an intention to take measures for the management issues. Therefore, no specific discussions toward recovery and improvement of the corporate value of Tokyo Rope Manufacturing Co Ltd have been developed since the conversation held in mid May 2017 to date. As such, because the management team has not exhibited an intention to take measures for the management issues, Nippon Steel cannot expect any constructive discussions even if Nippon Steel discusses the implementation of the Tender Offer with Tokyo Rope Manufacturing Co Ltd in advance. Accordingly, Nippon Steel has not held any prior discussions on the Tender Offer with the Tokyo Rope Manufacturing Co Ltd to date. Therefore, as of today, Nippon Steel has not received the Tokyo Rope Manufacturing Co Ltd’s support for the Tender Offer.
Tokyo Rope Manufacturing Co Ltd founded in 1887 in Azabu in Tokyo and commenced manufacturing of industrial Manila hemp rope. Tokyo Rope Manufacturing Co Ltd group consists of Tokyo Rope Manufacturing Co Ltd, twenty eight subsidiaries, and six affiliates which are engaged in manufacturing and sales of wire rope and wire, steel cord, product development, and others such as industrial machinery, powder metallurgical products, and oil products and real estate leasing, as well as logistics, processing and other service activities related to each business segment. Nippon Steel is a shareholder of the Tokyo Rope Manufacturing Co Ltd and also a base material manufacturer supplying wire rod, a raw material for Tokyo Rope Manufacturing Co Ltd’s key products.
Wire rope and wire refers to wire rope products used for elevators, cranes, ropeways, etc; wire products used to reinforce submarine optical cables and electric wires; and fiber ropes and networks for fishery and marine use.