Showa Denko K.K. (SDK) to Merge with Marusho Kogyo

Showa Denko K.K. (SDK) to Merge with Marusho Kogyo 
Tokyo, Feb 14, 2013 - (JCN Newswire) -  Showa Denko K.K. (SDK) decided at its
board meeting today to merge with its wholly owned subsidiary Marusho Kogyo
Co., Ltd. (Marusho Kogyo). 
(Since this is a case of "simplified merger involving SDK and its wholly
owned subsidiary, part of the details are omitted from the scope of
disclosure.) 
1. Purpose of merger 
Marusho Kogyo, as a wholly owned subsidiary of SDK, had a shipment base for
liquefied ammonia and industrial aqueous ammonia in Soma District, Fukushima
Prefecture, and sold these products. As a result of the tsunami that followed
the Great East Japan Earthquake, however, the shipment base was damaged, and
Marusho Kogyo suspended its operations. This time, SDK decided to reconstruct
the shipment base, and to merge with Marusho Kogyo for the purpose of ensuring
stable supply in the Tohoku region based on an integrated system of production
and sale. 
2. Outline of merger 
(a) Schedules
Today, SDK and Marusho Kogyo approved the merger agreement at their respective
board meetings, and concluded the agreement. The agreement is scheduled to take
effect on April 25, 2013. 
Note: This transaction comes under the category of a "simplified
merger" both for SDK (in accordance with Article 796, paragraph 3, of the
Companies Act) and Marusho Kogyo (in accordance with Article 784, paragraph 1,
of the Companies Act). Thus, neither SDK nor Marusho Kogyo will refer the
merger agreement to their respective shareholders' meetings for approval. 
(b) Method of merger
This will be an absorption-type company merger, with SDK serving as the
surviving company. Marusho Kogyo will be dissolved as of the effective date. 
(c) Allotment of shares following the merger
As SDK holds all shares in Marusho Kogyo, there will be no issuance of new
shares or delivery of money at the time of the merger. 
(d) Handling of share options and bonds with share options, for the absorbed
company not applicable to this transaction. 
3. Profile of the two companies involved in the merger agreement 
Please see
http://www.sdk.co.jp/assets/files/news/2013/sdknewsrelease20130214_e.pdf. 
4. Outline of the company after merger 
(a) Situation of the surviving company after merger:
There will be no change in the surviving company's name, scope of
business, head office, president, capital stock, or accounting term after the
merger. 
(b) Future prospect:
This transaction will have only slight influence on SDK's performance. 
About Showa Denko 
Showa Denko K.K. ('SDK'; TSE: 4004, US: SHWDF) is a major
manufacturer and marketer of chemical products serving a wide range of fields
ranging from heavy industry to the electronic and computer industries. SDK
makes petrochemicals (ethylene, propylene), aluminum products (ingots, rods),
electronic equipment (hard disks for computers) and inorganic materials
(ceramics, carbons). The company has overseas operations and a joint venture
with Netherlands-based Montell and Nippon Petrochemicals to make and market
polypropylenes. In March 2001, SDK merged with Showa Denko Aluminum Corporation
to strengthen the high-value-added fabricated aluminum products operations, and
is today developing next-generation optical communications-use wafers. For more
information, please visit www.sdk.co.jp . 
Contact: 
Showa Denko K.K. (SDK)
Public Relations Office
Tel: +81-3-5470-3235 
Copyright 2013 JCN Newswire. All rights reserved. www.japancorp.net 
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