March 3, 2015
Asahi Kasei Corporation
The Board of Directors of Asahi Kasei Corporation (Asahi Kasei) has today approved a transformation of the corporate configuration in which Asahi Kasei, currently a holding company, is to become an operating holding company through the absorption of three of its core operating companies, Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials, on April 1, 2016. Since this is scheduled to be a short-form absorption-type merger through the absorption of consolidated subsidiaries, some items and details have been partially abridged in the disclosure.
Objectives of the transformation
Under our new strategic management initiative which will begin in fiscal 2016, the Asahi Kasei Group’s current four business sectors will be changed to the three business sectors of Materials (currently Chemicals & Fibers and Electronics), Homes (currently Homes & Construction Materials), and Health Care, in order to pursue further growth by improving portfolio management through the optimum allocation of management resources while creating synergy among different business sectors. In accordance with the change in the corporate configuration, Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials will be absorbed into Asahi Kasei, forming the Materials business sector. This change will help us to enhance our corporate value by enabling greater efficiency and more powerful combinations among different business sectors.
Schedule
A certain period of time is provided between the Board of Directors meeting held today, the Board of Directors meeting scheduled for approval of the Merger Agreement, and the Date of Merger, in order to enable corporate organizations and systems to be reconfigured.
Board of Directors approval of the transformation of the corporate configuration | March 3, 2015 | |
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Board of Directors approval of the Merger Agreement | October 8, 2015 (scheduled) | |
Date of Merger Agreement | October 8, 2015 (scheduled) | |
Date of Merger | April 1, 2016 (scheduled) |
Asahi Kasei will perform the merger under short-form merger procedures which do not require approval at a General Meeting of Shareholders, in accordance with the provisions of Paragraph 3 of Article 796 of the Companies Act. Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials will perform the merger under short-form merger procedures which do not require approval at a General Meeting of Shareholders, in accordance with the provisions of Paragraph 1 of Article 784 of the Companies Act.
Method of merger
The merger will be implemented as an absorption-type merger with Asahi Kasei as the surviving company, and the three consolidated subsidiaries, Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials, will be dissolved.
Allocation of shares and other assets
The merger will not involve any allocation of shares or other assets.
Issuance of subscription rights to shares and bonds with subscription rights to shares
Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials have not issued any subscription rights to shares or bonds with subscription rights to shares.
Diagram of the new configuration
Outline of the surviving company (figures as of March 31, 2014, shown)
Company name: | Asahi Kasei Corp. | |
---|---|---|
Head office: | 1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo | |
President: | Toshio Asano | |
Business line: | Chemicals and other products | |
Paid-in capital (non-consolidated): | ¥103,389 million | |
Establishment: | May 21, 1931 | |
Outstanding shares: | 1,402,616,332 | |
Accounting period: | April – March | |
Employees: | 29,127 | |
Net assets: | ¥925,766 million | |
Total assets: | ¥1,915,089 million | |
Net worth* per share: | ¥653.15 | |
Net sales: | ¥1,897,766 million | |
Operating income: | ¥143,347 million | |
Net income: | ¥101,296 million | |
Net income per share: | ¥72.48 | |
Shareholding by largest shareholders: | Nippon Life Insurance Co. 5.22% Master Trust Bank of Japan, Ltd. (trust account) 5.02% Japan Trustee Services Bank, Ltd. (trust account) 3.51% |
Outline of the dissolving companies (figures as of March 31, 2014, shown)
Company name | Asahi Kasei Chemicals Corp. | Asahi Kasei Fibers Corp. | Asahi Kasei E-materials Corp. |
---|---|---|---|
Head office | 1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo |
3-3-23 Nakanoshima, Kita-ku, Osaka |
1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo |
President | Yuji Kobayashi | Toshio Takanashi | Shigeki Takayama |
Business line | Chemicals | Fibers, textiles | Electronic materials |
Paid-in capital | ¥3,000 million | ¥3,000 million | ¥3,000 million |
Establishment | November 10, 1972 | February 25, 1976 | June 4, 1969 |
Outstanding shares | 40,002 | 20,000 | 3,002 |
Accounting period | April – March | April – March | April – March |
Employees | 4,319 | 810 | 820 |
Net assets | ¥174,475 million | ¥37,111 million | ¥41,449 million |
Total assets | ¥474,306 million | ¥82,503 million | ¥84,329 million |
Net assets per share | ¥4,362 thousand | ¥1,856 thousand | ¥13,807 thousand |
Net sales | ¥615,441 million | ¥76,382 million | ¥58,878 million |
Operating income | ¥21,796 million | ¥7,815 million | ¥4,894 million |
Net income | ¥4,054 million | ¥5,571 million | ¥4,830 million |
Net income per share | ¥101 thousand | ¥279 thousand | ¥1,609 thousand |
Shareholder | Asahi Kasei Corp. 100% | Asahi Kasei Corp. 100% | Asahi Kasei Corp. 100% |
Other changes
There are no changes in company name, location, president, business line, paid-in capital, or accounting period.
Fiscal 2014 forecast
There are no changes in the forecast for fiscal 2014 announced on February 5, 2015.
(millions of yen)
Net sales | Operating income | Ordinary income | Net income | |
---|---|---|---|---|
Fiscal 2014 forecast (consolidated) |
1,991,000 | 158,000 | 164,000 | 103,000 |
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