2012
Announcement of Absorption-Type Demerger, Merger and Corporate Name Change among Consolidated Subsidiaries Involved with the Reorganization of the Group’s Colorants and Functional Materials Related Business
Announced: Jan. 16, 2012
Published: Jan. 18, 2012
Company Name: Toyo Ink SC Holdings Co., Ltd.
Representative: President & Representative Director Katsumi Kitagawa
Stock code: 4634, Tokyo Stock Exchange First Section
Inquiries: Toshihiko Nobe, General Manager of the General Affairs Dept.
TEL: 81-3-3272-5731
Toyo Ink SC Holdings Co., Ltd. (hereafter “the Company”) announces that a meeting of its Board of Directors has today resolved that, in order to implement the reorganization of the group’s Colorants and Functional Materials Related Business, effective April 1, 2012, an absorption-type demerger (hereafter “the demerger”), and a merger (hereafter “the merger”) will take place between the Company’s wholly-owned subsidiaries and that the successor company will change its corporate name as outlined below:
Since the demerger and the merger are taking place between the Company’s wholly owned subsidiaries, the matters disclosed and their details will be partially abridged.
I. Purpose of the reorganization of the Colorants and Functional Materials Related Business
With an eye towards the Toyo Ink Group’s “The Ideal Figures SCC2017,” and to make progress toward our second launch, a new mountain range management governance system was put into place for operating companies under the holding company in April 2011.
In order for the Toyo Ink Group to make progress towards becoming a true specialty chemical maker, management and operational business executives should be separated to achieve the speedy decisions necessary to deal with day-to-day operational issues. In line with this theory, it was announced when the new system was started, that while reorganizing related companies that are connected like a mountain range, they would be rebuilt to be stronger and more efficient, and this step is a part of that process.
By taking this measure of reorganizing the operating companies of the Colorants and Functional Materials Related Business, the goal is the further development and expansion of the business.
II. Summary of the demerger
(1) Schedule of the demerger
| January 16, 2012 | Board Meeting approves the absorption-type demerger (the Company) |
| January 16, 2012 | Board Meetings approve the absorption-type demerger (absorption-type demerger target company, absorption-type demerger successor company) |
| January 17, 2012 (scheduled) | Absorption-type demerger contract executed (absorption-type demerger target company, absorption-type demerger successor company) |
| February 21, 2012 (scheduled) | Extraordinary general meetings of shareholders to approve the absorption-type demerger (absorption-type demerger target company, absorption-type demerger successor company) |
| April 1, 2012 (scheduled) | Absorption-type demerger becomes effective |
(2) Method of the demerger
Toyochem Co. Ltd. (hereafter Toyochem) is the target of the absorption-type demerger, Oriental Kasei Co. Ltd. (hereafter Oriental Kasei) will be the successor company. Toyochem will spin-off its Color and Functional Materials business through an absorption-type demerger to Oriental Kasei.
(3) Changes in capital as the result of the demerger
There will be no changes to the capital of either Toyochem or Oriental Kasei.
(4) Content of the allocation of the demerger
Because both Toyochem and Oriental Kasei are wholly owned subsidiaries of the Company, there will be no allocation or conveyance of shares or money as a result of the demerger.
(5) Rights and obligations of the successor company in the absorption-type demerger
Oriental Kasei will assume all of the assets, liabilities and other rights and obligations of the Colorants and Functional Materials Related Business acquired form Toyochem.
Also, the debt that survives in Oriental Kasei will be assumed under the cumulative assumption of debt method.
(6) Outlook for fulfillment of debt
Following the demerger, it is anticipated that both Toyochem and Oriental Kasei will have assets in excess of liabilities and, at this point in time, there is no foreseeable obstacle to the fulfillment of the debt to be incurred. Therefore, following the demerger, it is concluded that both Toyochem and Oriental Kasei will be able to fulfill the debt to be incurred.
III. Outline of the companies subject to the demerger (as of September 30, 2011)
| (1) Company name | Toyochem Co. Ltd.
(target company) | Oriental Kasei Co. Ltd.
(successor company) |
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| (2) Business description | Polymer and Coating Business, Colorants and Functional Materials Related Business | Manufacture and sale of pigment dispersions |
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| (3) Date of establishment | April 1, 2011 | August 1, 1960 |
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| (4) Head office address | 3-13, Kyobashi 2-chome, Chuo-ku, Tokyo | 1430, Togo, Mobara City, Chiba |
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| (5) Representative | President & Representative Director Motohiko Kashioka | President & Representative Director Toshiro Notoji |
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| (6) Common stock | 500 million yen | 100 million yen |
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| (7) Shares outstanding | 10,000 shares | 200,000 shares |
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| (8) Net assets | 13,262 million yen | 1,350 million yen |
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| (9) Total assets | 65,644 million yen | 3,592 million yen |
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| (10) Fiscal year end | March 31 | March 31 |
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| (11) Capital structure | Toyo Ink SC Holdings Co., Ltd. 100% | Toyo Ink SC Holdings Co., Ltd. 100% |
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IV. Outline of business subject to demerger
Description of business subject to demerger
Toyochem’s Colorants and Functional Materials Related Business
V. Summary of the merger
(1) Schedule of the merger
| January 16, 2012 | Board Meeting approves the merger (the Company) |
| January 16, 2012 | Board Meetings approve the merger (expired company, successor company) |
| January 17, 2012 (scheduled) | Merger contract executed (expired company, successor company) |
| February 21, 2012 (scheduled) | Extraordinary general meetings of shareholders to approve the merger (expired company, successor company) |
| April 1, 2012 (scheduled) | Merger becomes effective |
(2) Method of the merger
Oriental Kasei will, as the successor company in the merger, merge with Toyo Plax Co. Ltd., (hereafter Toyo Plax), and the expired company, which will be dissolved.
(3) Content of the allocation of the merger
Because both Toyo Plax and Oriental Kasei are wholly-owned subsidiaries of the Company, there will be no allocation or conveyance of shares or money as a result of the demerger.
VI. Outline of the companies subject to the merger (as of September 30, 2011)
| (1) Company name | Toyo Plax Co. Ltd.
(expired company) | Oriental Kasei Co. Ltd.
(successor company) |
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| (2) Business description | Manufacturer of plastic colorants | Manufacture and sale of pigment dispersions |
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| (3) Date of establishment | June 1, 1987 | August 1, 1960 |
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| (4) Head office address | 3701-1 Kinoko-cho, Ibara City, Okayama | 1430 Togo, Mobara City, Chiba |
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| (5) Representative | President & Representative Director Yoshio Terada | President & Representative Director Toshiro Notoji |
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| (6) Common stock | 60 million yen | 100 million yen |
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| (7) Shares outstanding | 1,200 shares | 200,000 shares |
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| (8) Net assets | 45 million yen | 1,350 million yen |
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| (9) Total assets | 99 million yen | 3,592 million yen |
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| (10) Fiscal year end | March 31 | March 31 |
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| (11) Capital structure | Toyo Ink SC Holdings Co., Ltd. 100% | Toyo Ink SC Holdings Co., Ltd. 100% |
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VII. Change in corporate name of the successor company in the merger
(1) Reason for the change
The corporate name is being changed to fit the company’s business description.
(2) New company name (English)
Toyocolor Co., Ltd.
(3) Scheduled date of change
April, 1, 2012
VIII. Change of head office of successor company in the merger
(1) New address
3-13 Kyobashi 2-chome, Chuo-ku, Tokyo
(2) Scheduled date of change
April 1, 2012
IX. Increase in the common stock of the successor company in the merger
(1) Method of increase in common stock
Following the demerger and the merger, capital surplus will be incorporated into common stock.
(2) Amount of common stock
Old common stock 100 million yen
New common stock 500 million yen
(3) Scheduled date of increase in common stock
April 1, 2012
X. Position of the successor company following the demerger and the merger
| (1) Company name | Toyocolor Co., Ltd. |
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| (2) Business description | Colorants and Functional Materials Related Business |
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| (3) Head office address | 3-13, Kyobashi 2-chome, Chuo-ku, Tokyo |
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| (4) Representative | To be announced |
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| (5) Common stock | 500 million yen |
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| (6) Fiscal year end | March 31 |
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| (7) Capital structure | Toyo Ink SC Holdings Co. Ltd. 100% |
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XI. Impact on business
The current business reorganization will be a demerger and a merger between wholly-owned subsidiaries of the Company and so will have no impact on consolidated business performance for the current term.
XII.Others
The name and title of the representative of the successor company in the merger (Toyocolor Co. Ltd.) will be announced as soon as it is decided.
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Update: Jan. 18, 2012
