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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

Provider ID: 00026235

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