Absorption-type merger (short-form merger) of consolidated subsidiaries
of Asahi Kasei Corporation

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
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%
  • * Net assets less minority interests.

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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