Tokyo, Japan—Tosoh Corporation’s Board of Directors agreed at a meeting on September 30 to examine and prepare the company for a merger with its wholly owned subsidiary Nippon Polyurethane Industry Co., Ltd (NPU). NPU makes and sells polyurethane raw materials and its isocyanate operations are integral to Tosoh’s fully integrated vinyl chain operations. The merger consolidates the two companies’ synergies under a single management base for better, more flexible responses to a changing isocyanate operating environment. October 1, 2014, is tentatively the date of the merger.
Unified management will heighten efficiencies in the integrated supply structure between NPU and Tosoh. Tosoh’s Nanyo Complex supplies utilities and the isocyanate raw materials aniline, carbon monoxide, and chlorine to NPU. NPU’s downstream processes generate hydrogen chloride that NPU furnishes to Tosoh as a raw material for vinyl chloride monomer. Recovering and utilizing resources has raised operational competitiveness at NPU and Tosoh, and the merger will increase it further. Management will be consolidated at Tosoh headquarters and the Nanyo Complex. A reorganization of research and development and additional functions will also enhance R&D and other efficiencies.
A three-stage, tentative schedule is in place for the merger. Final Board approval is slated for early May 2014. A vote on the merger then will occur at Tosoh’s annual general meeting of shareholders at the end of June. Provided shareholders approve, October 1, 2014, is the date that the merger would take effect.
The merger will have no impact on Tosoh’s financial results for fiscal 2014, the year under way. Its affect on subsequent fiscal periods will be reported as soon as known.
The merger will, however, dissolve the legal entity known as Nippon Polyurethane Industry Co., Ltd. Tosoh made NPU a subsidiary in April 2006 and then upped its stake in NPU to 80.28% in May 2008. In July 2012, Tosoh made NPU a wholly owned subsidiary to further integrate NPU’s operations with its own and to thereby establish a more efficient management structure for NPU.
Summary of merging parties, Tosoh Corporation and Nippon Polyurethane Industry Co., Ltd., as of March 31, 2013
| Company name | Tosoh Corporation | Nippon Polyurethane Industry Co., Ltd. (to be dissolved) |
| Date of establishment | February 11, 1935 | March 4, 1960 |
| Representative director | President and Representative Director
Kenichi Udagawa | President
Osamu Hamada |
| Capital | ¥40.6 billion
| ¥11.5 billion
|
| Issued shares | 601,161,912 | 3,600,000 |
| Assets | ¥219.3 billion (consolidated)
| -¥58.1 billion
|
| Total assets | ¥735.1 billion (consolidated)
| ¥59.2 billion
|
| Accounting period | March 31 | March 31 |
| Principal shareholders and equity percentage | Japan Trustee Services Bank, Ltd. (Trust Account)
4.80%
The Master Trust Bank of Japan, Ltd. (Trust Account)
4.08%
Mizuho Corporate Bank, Ltd.
3.61% | Tosoh Corporation
100% |
| TOSOH CORPORATION |
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| WHO WE ARE |
| Tosoh Corporation is a Japanese chemical company established in 1935 and listed on the First Section of the Tokyo Stock Exchange. It is the parent of the Tosoh Group, which comprises 140 companies worldwide and a multiethnic workforce of over 11,000 people and generated net sales of ¥668.5 billion (US$7.1 billion at the year-end rate of ¥94.05 to the US dollar) in fiscal 2013, ended March 31, 2013. |
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| WHAT WE DO |
| Tosoh is one of the largest chlor-alkali manufacturers in Asia. The Company supplies the plastic resins and an array of the basic chemicals that support modern life. Tosoh's petrochemical operations supply ethylene, polymers, and polyethylene, while its advanced materials business serves the global semiconductor, display, and solar industries. Tosoh has also pioneered sophisticated bioscience systems that are used for the monitoring of life-threatening diseases, such as diabetes and certain cancers, and to prevent epidemics by identifying pathogenic microbes. In addition, Tosoh develops products and provides services to purify water and to monitor the environment as part of a commitment to a sustainable future. |
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| Stock Exchange Ticker Symbol: 4042 |
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| DISCLAIMER |
| This document may contain forward-looking statements, including, without limitation, statements concerning product development, objectives, goals, and commercial introductions, which involve certain risks and uncertainties. The forward-looking statements are also identified through the use of the word anticipates and other words of similar meaning. Actual results may differ significantly from the expectations contained in the forward-looking statements. |