We, Nippon Yusen Kabushiki Kaisha (“NYK”) hereby announce that on March 7, 2023, NYK entered into a certain memorandum of understanding (the “Basic Agreement”) with ANA HOLDINGS INC. ("ANAHD") to transfer entire shares of Nippon Cargo Airlines Co., Ltd. ("NCA"), our consolidated subsidiary, to ANAHD (the "Transaction").
NCA was established in 1978 with the participation of several companies as an airline specializing in international cargo. NYK has been involved in the management of NCA as a major shareholder since its establishment, and in 2010, NYK acquired all of the entire shares of NCA with the aim of becoming a comprehensive logistics company offering ocean, land, and air transportation. However, the continuous introduction of new aircraft to expand the operation and maintenance system, and the continuous training of personnel engaged in operation and maintenance required a considerable expenditure. In the highly volatile business environment of airfreight transportation, NCA has been facing challenges in expanding its business scale at a level that is commensurate with such costs.
ANAHD, in order to dramatically enhance its international air cargo network and products and services based in Japan and also with the aim to contribute to the development of global economic activities both in Japan and abroad, expressed their strong desire to have NCA(the only Japanese airline dedicated exclusively to air cargo transportation) added to its business portfolio and integrated and reorganized with the cargo business of the ANA group in the future, thereby realizing the goal to provide high-quality and internationally competitive air cargo transportation services that can respond to the increasing sophistication of the supply chain.
NCA recently has been providing value to the public through its air cargo transportation business under its mission statement of “Never Stop Logistics even during the Covid-19 Pandemic”. However, in order for NCA to achieve further growth and increase corporate value from a long-term perspective which include environmental responsiveness, we believe that it is the best option to transfer shares of NCA to ANAHD which operates the same business, and has been providing NCA with cooperative relation to strengthen its maintenance system. Therefore, as a result of a series of discussions with ANAHD, NYK and ANAHD have reached a conclusion and entered into a basic agreement today to mutually promote and further consider this Transaction.
|(1)||Purpose||To realize this Transaction, to confirm the status of discussions, and the intentions of NYK and ANAHD regarding the Transaction, which have been taking place by the date of execution of the Basic Agreement.|
|(2)||100% Acquisition||ANAHD will acquire all shares of NCA from NYK in a single transaction. A particular acquisition method (scheme) and other terms and conditions will be determined through continued discussion between NYK and ANAHD.|
|(3)||Closing Date||Subject to obtaining clearance under applicable competition laws and other conditions, the date of acquisition of NCA’s shares would be October 1, 2023, or a date to be separately agreed by NYK and ANAHD.|
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