Source disclosure: January 30, 2026
NIPPON PALLET POOL CO.,LTD. [4690.T]
TOKYO — NIPPON PALLET POOL CO., LTD., represented by President and CEO Kazuoshi Hamajima (stock code: 4690), announced today that its board of directors has endorsed and recommended to shareholders a tender offer made by Japan Pallet Rental Co., Ltd. The decision was made during a board meeting held on January 30, 2026.
The tender offer aims to acquire all outstanding shares of NIPPON PALLET POOL not already owned by Japan Pallet Rental or held as treasury stock. Should this acquisition be successful, it would result in NIPPON PALLET POOL becoming a wholly-owned subsidiary of Japan Pallet Rental, leading to delisting from the Tokyo Stock Exchange's Standard Market. The tender price offered is ¥2,510 per share, which the company’s board believes represents fair value given the circumstances.
Japan Pallet Rental currently owns 20,000 shares of NIPPON PALLET POOL, representing approximately 1.26% of the total issued shares based on figures provided in the company's third-quarter earnings report for the fiscal year ending March 2026. This report indicates that after excluding treasury stocks, the total number of issued shares stands at 1,582,665.
In addition to the public tender offer, Japan Pallet Rental has entered into an agreement with NIPPON EXPRESS RESOURCES HOLDINGS Co., Ltd., one of NIPPON PALLET POOL's major shareholders, to purchase 180,000 shares held by NEXPRES. These agreements form part of a broader strategy aimed at consolidating control over NIPPON PALLET POOL through both the tender process and subsequent squeeze-out procedures if necessary. For the tender offer to proceed, Japan Pallet Rental requires a minimum acceptance of 787,200 shares, corresponding to nearly half of the available float, to ensure sufficient voting rights for future actions such as mergers or other governance changes. If fewer than 787,200 shares are tendered, the entire offer will be voided. However, should more than this threshold be submitted, Japan Pallet Rental intends to purchase all tendered shares without setting an upper limit.
This strategic move reflects careful consideration of historical shareholder participation rates in annual general meetings, averaging around 70.95%, with peak engagement reaching 75.95%. Based on these statistics, Japan Pallet Rental anticipates achieving the required majority stake through the tender offer alone, thereby facilitating any subsequent consolidation efforts smoothly. The board's recommendation underscores their confidence in the fairness and potential success of the tender offer, encouraging shareholders to participate actively.
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