kuraray


News Releases 2007

Notice of Merger with Consolidated Subsidiary

July 19, 2007
Kuraray Co., Ltd.

Kuraray Co., Ltd. resolved at its Board of Directors' meeting on July 19, 2007, to carry out a merger by absorption of its wholly owned consolidated subsidiary Kuraray Niigata Kasei Co., Ltd., a manufacturer of methacrylic resin cast sheets (casting sheets) and synthetic marble.

1. Objective

Kuraray Niigata Kasei ceased the manufacture of methacrylic resin cast sheets in March 2007 due to the transfer of its production base to a Kuraray subsidiary in China. Also, for the purpose of enhancing competitiveness, Kuraray Niigata Kasei's synthetic marble business was integrated into Kuraray's development divisions in April 2007. Reflecting these developments, it was decided that Kuraray Niigata Kasei would be absorbed by and merged into Kuraray.

2. Overview of the merger

(1) Board of Directors approved merger

Board of Directors approved merger July 19, 2007
Merger contract to be inked August 1, 2007
Merger settlement October 1, 2007
Merger registration October 1, 2007
  • * This is a simple merger under the provisions of the Japanese Corporation Law Article 796-3, and therefore does not require the approval of the shareholders.

(2) Type of merger

Kuraray will be the surviving firm; Kuraray Niigata Kasei will be dissolved.

(3) Trading of merged firm's stock acquisition rights and convertible bonds with stock acquisition rights None

3. Summary of the firms involved in the merger (as of March 31, 2007)

  Kuraray Co., Ltd.
(Surviving firm)
Kuraray Niigata Kasei Co., Ltd.
(merged firm)
1. Company name Kuraray Co., Ltd. Kuraray Niigata Kasei Co., Ltd.
2. Principal businesses Manufacturing and sale of chemicals and resins, synthetic fibers and textiles, and other products Manufacturing and processing of methacrylic resin
3. Established June 1926 April 1968
4. Headquarters 1621, Sakazu, Kurashiki City, Okayama Prefecture 3696, Akagawa, Tainai City, Niigata Prefecture
5. President and representative director Yasuaki Wakui Susumu Gotanda
6. Capital ¥88,955 million ¥50 million
7. Shares issued and outstanding 382,863,000 shares 100,000 shares
8. Net assets ¥304,646 million ¥(279) million
9. Total assets ¥398,346 million ¥381 million
10. End of fiscal year March 31 March 31
11. Major shareholders and their holdings
Japan Trustee Services Bank, Ltd. (Trust Account)
6.22%
The Master Trust Bank of Japan, Ltd. (Trust Account)
6.12%
Kuraray Co., Ltd.
100%

Note: The surviving company is applied to regulations regarding consolidated dividend payment.

4. Status following merger

(1) Company name
Kuraray Co., Ltd.
(2) Principal businesses
Manufacturing and sale of chemicals and resins, synthetic fibers and textiles, and other products
(3) Headquarters
1621, Sakazu, Kurashiki City, Okayama Prefecture
(4) President and representative director
Yasuaki Wakui
(5) Capital
¥88,955 million
(6) End of fiscal year
March 31
(7) Effect of merger on performance
The merger will have an only minimal effect on both consolidated and non-consolidated results.