NTT DATA take-private: ownership, investment and global services

NTT announced on May 8, 2025 that it would buy the remaining shares in NTT DATA for about ¥2.37 trillion, offering ¥4,000 a share. The price represented a 34% premium to the preceding Wednesday’s closing price. NTT already owned approximately 57.7% of the IT-services company. The proposed acquisition would remove NTT DATA’s separate stock-market listing while bringing the remaining minority-held shares into its parent’s ownership.

NTT DATA shares remained untraded amid an imbalance of buy orders when the announcement reached the market. Their ¥3,492 limit quote was therefore a quoted price rather than an executed closing trade. NTT itself remained a listed company with partial government ownership. The transaction concerned its subsidiary, following an earlier consolidation of mobile operator NTT DOCOMO in 2020. Reuters’ updated transaction coverage placed the acquisition in the context of parent-and-subsidiary stock-market listings.

The offer opened on May 9, 2025, with a maximum target of 592,810,968 shares. Further acquisition procedures were planned if it left shares outstanding.

NTT intended NTT DATA to occupy a central position in its global services business. The parent identified potential conflicts between the two listed companies, complex decision-making and accountability to separate shareholder groups as reasons for changing the structure. It proposed using group cash generation and financing capacity to support investment, with North America, artificial intelligence, digital engineering and data centres among the areas for expansion. These were the company’s objectives for the acquisition.

The operating plans extended to corporate customers, municipalities and smaller enterprises. NTT envisaged cooperation on software offerings, access to group research, and links with its IOWN communications technology and tsuzumi language-model work. Shared functions and overlapping operations were also candidates for coordination. For acquisition funding, NTT planned bridge financing from five Japanese financial institutions, followed by longer-term financing. Returning its financial position to the level preceding the offer was a medium-term objective; the announcement did not present that recovery as an accomplished result.

The tender offer closed on Jun 19, 2025. Shareholders tendered 336,797,773 shares, exceeding the minimum acceptance threshold of 125,314,700 shares. NTT accepted all the tendered shares. Its published ownership ratio increased from 57.73% to 81.75%, with the percentages calculated on the stated basis excluding treasury shares and rounded to two decimal places. The tender therefore increased the controlling stake substantially while leaving additional shares outside the parent’s ownership.

Settlement was scheduled to commence on Jun 26, separately from the tender’s closing date. The June result also retained the intention to acquire all remaining shares through subsequent procedures. The process consequently involved several distinct stages: an offer period, acceptance of shares, settlement and a further step toward complete ownership. The published tender result established the number accepted and the resulting ownership ratio, rather than announcing that the tender alone had already delivered a 100% holding.

NTT DATA’s extraordinary general meeting approved a share consolidation on Aug 29, 2025. On Sep 25, the company announced that its shares would be delisted from the Tokyo Stock Exchange Prime Market on Sep 26. The notice connected the planned delisting to the approved consolidation, placing the exchange-listing step after the tender offer and shareholder meeting.

NTT subsequently confirmed that NTT DATA became wholly owned in September 2025. Its financial results for the year ended Mar 31, 2026 recorded a ¥1,347.2 billion purchase through the tender offer and corroborated the increase from 57.73% to 81.75%. The accounts treated ownership as 100% from the approval of the share consolidation, a separate accounting point from the September completion. Total consideration paid to non-controlling interests was ¥2,368,349 million, excluding transaction costs.

The acquired non-controlling interests had a carrying amount of ¥797,321 million, and the equity reduction attributable to NTT shareholders was ¥1,571,028 million. NTT funded the acquisition through financial-institution borrowings as needed within a ¥2,380 billion ceiling. These figures covered the broader ownership transaction and its accounting treatment. The tender purchase amount referred specifically to the shares acquired through the offer, rather than the complete consideration for eliminating all non-controlling interests.

NTT DATA had begun separating group oversight from operating responsibilities before the take-private proposal. In May 2023, its board approved an agreement to split the domestic business into an operating company, with a July transition planned subject to shareholder approval. The proposed holding company would handle group strategy, governance, research and development, strategic investment and global offerings. The domestic operating company would focus on the business in Japan.

The overseas operating company, NTT DATA, Inc., had started operations on Oct 1, 2022. NTT DATA’s 2023 restructuring announcement described that earlier development as part of the background to the domestic split. Its Japanese business generated more than ¥1.6 trillion in the financial year ended March 2023. The holding-company proposal consequently covered an established domestic business alongside the overseas operating organisation, assigning group-level investment and technology responsibilities separately from the delivery of services to domestic clients.

Profit before tax reached ¥249 billion, up 0.2%, while profit attributable to NTT DATA shareholders increased 6.4% to ¥142.5 billion.

NTT DATA generated sales of ¥4,638.7 billion in the year ended Mar 31, 2025, up 6.2%, while operating profit rose 4.6% to ¥323.9 billion. The Japan segment’s sales increased 10% to ¥1,933.2 billion and operating profit grew 9.9% to ¥205.2 billion. Public and social infrastructure, financial services and enterprise business all expanded, with public and social infrastructure making a particularly substantial contribution to domestic sales growth.

Overseas sales grew 3.6% to ¥2,750.9 billion, but operating profit declined 13.4% to ¥100.2 billion. Exchange-rate effects and growth in data centres and SAP services supported sales. Those gains did not offset lower profits in regional units. The overseas structure comprised North America, EMEAL and APAC regional units alongside Global Technology and Solution Services. The financial results distinguished the holding company, NTT DATA Japan and overseas operator NTT DATA, Inc., maintaining separate terminology for the three organisations.

NTT DC REIT listed on the Singapore Exchange in July 2025. Its initial portfolio contained six data-centre assets across the United States, Austria and Singapore, with approximately 90 megawatts of IT load. NTT Limited acted as sponsor, while NTT DC REIT Manager Pte. Ltd., a consolidated subsidiary, managed the trust. The asset portfolio provided a listed investment vehicle connected to the group’s existing data-centre business.

NTT DATA intended the REIT to release capital for further investment and support expansion of its data-centre operations. It also envisaged considering additional assets for the portfolio. The group reported approximately 1,500 megawatts of data-centre capacity at the end of March 2025. The initial REIT assets represented a transferred portfolio with stated IT load, rather than a claim that the listing itself had commissioned 90 megawatts of new facilities. Future asset additions remained possibilities in the July announcement.

NTT DATA established a generative AI talent-development framework in October 2024, before the ownership consolidation. The programme aimed to provide basic training to its approximately 200,000 employees and develop more advanced practitioners. Its targets were at least 15,000 higher-level practitioners by the end of fiscal 2024 and at least 30,000 by fiscal 2026. Those numbers were training and certification objectives, rather than verified totals of employees who had already reached the specified levels.

The framework used four expertise levels, standardised skills indicators and a development roadmap. Its curriculum was tailored to different responsibilities, including consultants, sales staff, developers, users and specialists working with particular industries. The programme connected internal skills development with the company’s ability to support clients adopting generative AI. Employees were to receive learning appropriate to their roles instead of a single advanced course for every occupation. The initiative formed part of the services capability that existed before the 2025 transaction.

The company’s IoT consulting and services business brought together 1,000 industry experts. More than 500 sales specialists had received training to support the Edge AI offering.

NTT DATA launched an ultralight Edge AI platform in July 2024 to combine information-technology and operational-technology data. Its managed service covered data discovery, collection and integration, computing, connectivity and AI-model management. Smaller models designed for specific tasks could run on compact computing equipment near the devices producing the data. The company identified predictive maintenance and energy monitoring as applications, including the use of information from machinery, sensors, cameras and business applications.

The deployment approach included an initial 30-day discovery and diagnostic stage. Software would identify operational assets through pre-built interfaces and produce an inventory of assets and data streams, including security risks and vulnerabilities. A view of device firmware versions was intended to support patching. NTT DATA combined the platform with consulting data scientists, managed services and technical resources. The offering addressed industrial data and local processing requirements within its wider edge portfolio, which also included enterprise IoT, edge computing, private 5G and device services.

NTT DATA launched Smart AI Agent internationally on Jan 28, 2025, with an aim of generating $2 billion in related business revenue by 2027. The software was designed to extract, organise and execute tasks in response to instructions. Its initial capabilities combined several functions:

• Task planning divided complex workflows into smaller processes.
• Multiple agents could collaborate on a workflow.
• Retrieval-augmented generation supported searches of internal corporate information.
• Agent Ops generated validation data from business documents.

User-in-the-loop functionality was scheduled for March 2025 to incorporate feedback into agent workflows. The launch also included consulting, implementation and continuing support, with public- and private-cloud infrastructure options. Initial rollout markets included the United States, China and several European countries. The revenue figure was a company target for related business, while the March feature date was an announced product plan. Neither was presented at launch as a completed commercial or technical outcome.

NTT DATA introduced AI-powered Software Defined Infrastructure services for Cisco products on Jun 10, 2025. Available globally, the offering combined infrastructure and software lifecycle services with automation and digital access. Its shared success plans were intended to define outcomes, identify risks and rewards, and assign accountability. Other capabilities included AI-assisted service reliability, software-licence tracking and analysis, and alignment of technology investments with clients’ business requirements.

A digital interface, including a mobile application, gave clients updates on service requests, risks, licences and AI-related information. NTT DATA placed the launch within a collaboration with Cisco extending over three decades. The company said the relationship supported more than 4,000 enterprises, with over 14,000 technical experts across more than 50 countries. Those figures described the partnership’s services base. The launch’s objectives included reducing disruption and unnecessary software expense through monitoring, automation and licence management, rather than a disclosed financial saving achieved by every customer.

NTT’s May 2023 medium-term strategy linked growth investment to IOWN, data-driven services and sustainability. Its initiatives were organised around three broad themes: creating new value and supporting a sustainable society, improving customer experience, and improving employee experience. The first theme included commercialising IOWN, developing value from data, pursuing a circular economy and strengthening business foundations. The customer theme connected research and development with a market-focused strategy and services designed around customer experience.

The employee initiatives covered an open corporate culture, support for career development and benefits for employees and their families across the group. Sustainability objectives included appointing women to at least 30% of newly promoted management positions each year and targeting carbon neutrality in 2040, alongside net-zero ambitions. These were group strategy commitments announced in 2023. They formed an earlier framework for investment, research and workforce priorities, preceding both the NTT DATA tender offer and the subsequent revision of medium-term financial targets.

On May 8, 2026, NTT revised its medium-term strategy, targeting consolidated EBITDA of ¥4 trillion in fiscal 2030 and a 5.5% return on invested capital excluding NTT DOCOMO Financial Group. It planned to expand domestic corporate AI business, overseas operations centred on data centres and personal services focused on finance. In connectivity, the company proposed moving toward AIOWN, its AI-native next-generation infrastructure optimised for graphics processors, networks and power. The sustainability targets remained unchanged.

NTT also planned changes to fiscal 2026 executive bonus indicators. EBITDA would carry two 25% weights, for year-on-year improvement and achievement against plan. Earnings per share and operating profit would each account for 10%, with return on invested capital and capital expenditure each at 7.5%. Sustainability indicators made up the remaining 15%. These were parent-group targets and incentive measures announced after the ownership consolidation. The strategy revision retained them as forward-looking objectives, rather than NTT DATA’s standalone financial results.