JX Advanced Metals said on 25 February 2026 that it had signed a share exchange agreement to make Toho Titanium, in which it already holds 50.37%, a wholly owned subsidiary, offering 0.70 of its own shares for each Toho Titanium share.
Why JX Advanced Metals Corporation is buying Toho Titanium Co., Ltd.
The companies said full integration would speed up decision-making and allow Toho Titanium's high-purity titanium and melting technology to strengthen JX's sputtering target and recycling businesses, deepen cooperation on chlorination for next-generation CVD and ALD semiconductor materials, and secure titanium feedstock through vertical integration including JX's Australian mining project.
Deal terms and financing
The exchange was a simplified share exchange for JX Advanced Metals, which planned to issue new shares and said it would consider share buybacks to offset dilution. Daiwa Securities' market-price analysis put the fair ratio at 0.51 to 0.77, and its discounted cash flow analysis at 0.35 to 1.14. The companies are also considering spinning off Toho Titanium's titanium metal business, with Nippon Steel, an existing shareholder, taking an equity stake.
Regulatory approvals and timing
Toho Titanium shareholders approved the share exchange agreement at an extraordinary general meeting on 24 April 2026, and its shares were delisted from the TSE Prime Market on 28 May 2026, with the exchange scheduled to take effect on 1 June 2026.
Market context
JX Advanced Metals acquired its 50.38% stake in Toho Titanium in June 2018; the shares had previously been held by ENEOS Holdings. Toho Titanium produces titanium sponge for aerospace use as well as catalysts and chemicals.
