Top Page | English | 简体中文 | 繁體中文 | 한국어 | 日本語
Friday, 26 June 2015, 13:00 HKT/SGT
Share:
    

Source: Showa Denko K.K.
Showa Denko to Split and Transfer Phenolic Resin Business

TOKYO, June 26, 2015 - (JCN Newswire) - Showa Denko (SDK) (TOKYO:4004) decided at its board meeting today to split and transfer its phenolic resin business to its wholly owned subsidiary AICA SDK PHENOL CO.,LTD. (AICA SDK PHENOL). SDK and AICA SDK PHENOL today concluded an absorption-type company split agreement. SDK took these steps as parts of the procedure for transferring its phenolic resin business to Aica Kogyo Company, Limited (Aica) (TOKYO & NAGOYA:4206), that SDK announced on April 27, 2015.

Since this is a case of "simplified absorption-type company split" involving SDK and its wholly owned subsidiary, part of the details are omitted from the scope of disclosure.

1. Purpose of company split

Phenolic resins have wide ranging uses including electronic materials, housing equipment, and paints. SDK has been providing its domestic customers with phenolic resins in various states such as liquid, lumps, powder, and grains. However, the size of the domestic market for industrial phenolic resins has been a little less than 100,000 tons a year for some years now. In order to pursue further growth of this business in the future, it is necessary for phenolic resin manufacturers to make inroads into the foreign markets which are expected to grow.

Under the circumstances, SDK had already concluded the final agreement with Aica, which actively promotes phenolic resin business overseas, to transfer SDK's phenolic resin business to Aica. Prior to the transfer of its phenolic resin business to Aica, SDK is scheduled to split and transfer the business to AICA SDK PHENOL on September 1, 2015, and transfer 85% of the shares of AICA SDK PHENOL to Aica on that day.

2. Outline of company split

(a) Schedules
Today, SDK approved the absorption-type company split agreement at its board meeting, and AICA SDK PHENOL approved the same agreement at its board meeting and shareholders' meeting. Also today, the agreement was concluded between the two companies. The agreement is scheduled to take effect on September 1, 2015.

Note: For SDK, the splitting company, this transaction falls under the category of a simplified company split according to Paragraph 2, Article 784 of the Companies Act. Thus SDK will not refer the company split agreement to its shareholders' meeting for approval.

(b) Method of split
This will be an absorption-type company split, with SDK serving as the splitting company and AICA SDK PHENOL as the succeeding company.

(c) Allotment of AICA SDK PHENOL shares following the company split
AICA SDK PHENOL will deliver 100 common shares to SDK at the time of the absorption-type company split.

(d) Change in capital stock following the split
There will be no increase or decrease in the mount of SDK's capital stock.

(e) Rights and obligations to be transferred
With regard to the rights and obligations pertaining to SDK's phenolic resin business, AICA SDK PHENOL will succeed to all of these rights and obligations.

(f) Prospects for the discharge of liabilities
As for the liabilities AICA SDK PHENOL will assume following the absorption-type company split, we consider that there will be no problem with regard to their discharge.

3. Profile of the two companies involved in the company split agreement (As of June 26, 2015)

- Splitting company

Company name: Showa Denko K.K.
Head office: 13-9, Shiba Daimon 1-chome, Minato-ku, Tokyo
President: Hideo Ichikawa
Scope of business: Production and sale of petrochemicals, gas products, specialty chemicals, electronics, inorganics, aluminum, etc.
Capital stock: 140,564 million yen
Establishment: June 1, 1939
No. of shares issued: 1,497,112,926
Accounting term: Ending December 31
Major shareholders:
- The Master Trust Bank of Japan (Trust Account) 4.30%
- Japan Trustee Services Bank (Trust Account) 4.17%
- Fukoku Mutual Life Insurance 3.86%
- Dai-ichi Life Insurance 2.52%
- Sompo Japan NIpponkoa Insurance 2.11%
Net assets: 320,504 million yen (Consolidated)
Total assets: 1,011,083 million yen (Consolidated)
Net assets per share: 210.16 yen (Consolidated)
Net sales: 876,580 million yen (Consolidated)
Operating income: 20,915 million yen (Consolidated)
Ordinary income: 22,102 million yen (Consolidated)
Net income: 3,500 million yen (Consolidated)
Net income per share: 2.38 yen (Consolidated)

- Succeeding company

Company name: AICA SDK PHENOL CO.,LTD.
Head office: 1021-1 Senbongui, Tomizuka-cho, Isesaki City, Gunma Prefecture
President: Nobuhiro Kanai
Scope of business: Production and sale of phenol resin products
Capital stock: 5 million yen
Establishment: May 15, 2015
No. of shares issued: 100
Accounting term: Ending March 31
Major shareholders: Showa Denko 100%
Net assets: 10 million yen
Total assets: 10 million yen
Net assets per share: 100,000 yen

Notes:
Figures for the section of major shareholders for SDK are as of December 31, 2014. SDK holds 68,831,000 shares as treasury stock. However, SDK excluded itself from the above list of top-five major shareholders.
Figures for the sections from net assets through net income per share for SDK are based on its statement of accounts for the fiscal year ended December 31, 2014.

4. Outline of the business to be split

(a) Scope of business subject to split
SDK's production and sale of phenolic resins

(b) Performance of the business division to be split (for the fiscal year ended December 31, 2014):
Net sales: 4,030 million yen
(SDK will stop selling phenol resins as of the effective date, in principle.)

(c) Items of assets and liabilities to be split, and their amounts (as of December 31, 2014):
Current assets: 457 million yen
Noncurrent assets: 1,916 million yen
Noncurrent liabilities: 8 million yen

5. Situation of the listed company and the succeeding company after split

- Listed company

Company name: Showa Denko K.K.
Head office: 13-9, Shiba Daimon 1-chome, Minato-ku, Tokyo
President: Hideo Ichikawa
Scope of business: Production and sale of petrochemicals, gas products, specialty chemicals, electronics, inorganics, aluminum, etc.
Capital stock: 140,564 million
Accounting term: Ending December 31

- Succeeding company after absorption-type company split

Company name: AICA SDK PHENOL CO.,LTD.
Head office: 1021-1 Senbongui, Tomizuka-cho, Isesaki City, Gunma Prefecture
President: Nobuhiro Kanai
Scope of business: Production and sale of phenol resin products
Capital stock: 5 million yen
Accounting term: Ending March 31

6. Future prospect

This company split will have only slight influence on SDK's performance. There is no change in our consolidated performance forecast for 2015 due to this absorption-type company split.

Press release: www.sdk.co.jp/assets/files/english/news/2015/20150626_sdknewsrelease_e.pdf


About Showa Denko K.K.

Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY), a major manufacturer of chemical products, serves a wide range of fields from heavy industry to electronics and computer industries. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, and the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory and graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high-bright LEDs and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

Contact:
Public Relations Office
Phone: 81-3-5470-3235


June 26, 2015 13:00 HKT/SGT
Source: Showa Denko K.K.

Showa Denko K.K. (TSE: 4004)

Topic: Company reorganization
Sectors: Chemicals
http://www.acnnewswire.com
From the Asia Corporate News Network


Copyright © 2019 ACN Newswire. All rights reserved. A division of Asia Corporate News Network.



Showa Denko K.K.
May 9, 2019 14:00 HKT/SGT
Showa Denko Announces 2019 First Quarter Financial Results
May 9, 2019 14:00 HKT/SGT
Showa Denko Introduces SAP S/4HANA as Next-Generation ERP System
May 9, 2019 14:00 HKT/SGT
SDK to Improve Carbon Division's Production Sites in Europe
Apr 25, 2019 10:30 HKT/SGT
Showa Aluminum Can to Establish Third Production Base in Vietnam and Expand Existing Can End Production Lines
Apr 23, 2019 12:00 HKT/SGT
Showa Denko Starts Service to Measure Performance of Noxious-GHG Removal Equipment
Apr 16, 2019 11:00 HKT/SGT
SDK Group Starts Mass Production of Liquefied Carbon Dioxide in Oita Petrochemical Complex
Apr 10, 2019 10:00 HKT/SGT
SDK and IBM Develop AI-Based Patent Interpretation Support System
Apr 1, 2019 11:00 HKT/SGT
Outline of Showa Denko CEO Message at Initiation Ceremony
Mar 5, 2019 16:30 HKT/SGT
Showa Denko Revises Board Benefit Trust
Feb 21, 2019 13:00 HKT/SGT
SDK to Begin Shipment of MAMR-Technology-based HD Media
More news >>
 News Alerts
Copyright © 2019 ACN Newswire - Asia Corporate News Network
Home | About us | Services | Partners | Events | Login | Contact us | Privacy Policy | Terms of Use | RSS
US: +1 800 291 0906 | Beijing: +86 400 879 3881 | Hong Kong: +852 2217 2912 | Singapore: +65 6304 8926 | Tokyo: +81 3 6721 7212

Connect With us: