Mitsui Chemicals, Inc. to Merge with Kyodo Monomer Co., Ltd.
December 19, 2008
Mitsui Chemicals, Inc.
Mitsui Chemicals, Inc. (“MCI”) decided at a Board of Directors Meeting held on December 19, 2008, to merge its wholly-owned subsidiary, Kyodo Monomer Co., Ltd. (“Kyodo”) on Aril 1, 2009.
1.Purpose of Merger
Kyodo is a wholly-owned subsidiary of MCI, engaged in manufacture of methyl methacrylate for sales to MCI, which MCI sells to its clients.
MCI is hereby executing a merger with Kyodo in order to strengthen its competency by improving management efficiency and consolidating governance of quality control, safety management, and compliance.
2.Outline of Transaction
(1)Date of Merger
| Board of Directors Meeting for Resolution of the Merger Agreement | December 19, 2008 | |
|---|---|---|
| Execution of Merger Agreement December 19, 2008 General Shareholders Meeting to Approve | December 19, 2008 | |
| Merger Agreement | Mitsui Chemicals, Inc. (Surviving Company) | The merger will be executed without obtaining the approval of the General Shareholders Meeting in accordance with the provision of Article 796.3 of the Corporate Law of Japan. |
| Kyodo Monomer Co., Ltd. (Absorbed Company) | The merger will be executed without obtaining the approval of General Shareholders Meeting in accordance with the provision of 784.1 of the Corporate Law of Japan. | |
| Date of Merger | Scheduled for April 1, 2009 | |
(2)Method of Merger
MCI will be the surviving company. Kyodo will be the absorbed company.
(3)Kyodo's Share Option and Corporate Bond with Share Option
No share option or corporate bond with share option have been issued by Kyodo.
3.Outline of Parties to Merge (as of September 30, 2008)
| (1) Company Name | Mitsui Chemicals, Inc. (Surviving Company) |
Kyodo Monomer Co., Ltd. (Absorbed Company) |
|---|---|---|
| (2) Business | Manufacture, processing, sale of automotive & industrial materials, packaging & engineering materials, living & energy materials, information & electronics materials, fine chemicals, agrochemicals, feedstock, phenol and synthetic/PET resin and heavy chemical, including other related businesses. | Manufacture and sale of methyl methacrylate |
| (3) Date of Establishment | July 25, 1947 | October 13, 1988 |
| (4) Location of Head Office | 5-2, Higashi-Shimbashi 1-chome, Minato-ku, Tokyo | 5-2, Higashi-Shimbashi 1-chome, Minato-ku, Tokyo |
| (5) Representative Officer | Kenji Fujiyoshi (President & CEO) | Ryoji Tahara (President) |
| (6) Paid-in Capital | 103,226 million yen | 400 million yen |
| (7) Total Outstanding Shares | 792,020,076 | 8,000 |
| (8) Net Assets | 543,070 million yen (consolidated) | 395 million yen (non-consolidated) |
| (9) Total Assets | 1,477,783 million yen (consolidated) | 2,946 million yen (non-consolidated) |
| (10) Settlement of Accounts | March 31 | March 31 |
| (11)Largest Shareholders and Holding Ratio | The Master Trust Bank of Japan, Ltd. (account in trust) 6.15% | MCI 100.00% |
| Japan Trustee Service Bank, Ltd. (account in trust) 5.01% | ||
| Japan Trustee Service Bank, Ltd. (account trusted by Chuo Mitsui Asset Trust and Banking Company, Limited and account trusted by Toray Pension Trust) 4.72% |
4. After Completion of Merger
| (1) Company Name | Mitsui Chemicals, Inc. |
|---|---|
| (2) Businesses | Manufacture, processing, sale of automotive & industrial materials, packaging & engineering materials, living & energy materials, information & electronics materials polyurethane materials, fine chemicals, agrochemicals, feedstock, phenol and synthetic/PET resin and heavy chemical, including other related businesses. |
| (3) Location of Head Office | 5-2, Higashi-Shimbashi 1-chome, Minato-ku, Tokyo |
| (4) Representative Officer | Kenji Fujiyoshi (President & CEO) |
| (5) Paid-in Capital | 103,226 million yen |
| (6) Settlement of Accounts | March 31 |
| (7) Impacts on Business Performance | This merger will have minimal impact on MCI's business performance as it is a merger with its wholly-owned subsidiary. |
Attachment
Mitsui Chemicals, Inc. to Merge with Kyodo Monomer Co., Ltd.(PDF:46KB)
