Showa Denko Group begins considering transformation into a holding company structure, Business News

TOKYO, March 9, 2022 – (JCN Newswire) – Showa Denko KK (SDK) (TOKYO:4004) announces that it has been decided at today’s board meeting that, regarding a transformation plan for the company’s current structure into a holding company structure, the Company will begin to review the plan and prepare for its execution. The execution of the plan is subject to the adoption of the relevant resolutions by the shareholders at an extraordinary general meeting of shareholders, which is expected to be held at the end of September 2022, and is also subject to the approval and authorization of the authorities. competent. We will announce the details of the plan as soon as they are decided.

1. Context and purpose of the consideration

As we stated in “Our Policy of Achievement of ‘Co-Creative Chemical Company'”, which was announced on February 14, 2022, Showa Denko Group aims to transform the group into a “Company that can compete on the stage world”, “Company that contributes to a sustainable global society” and “Company that develops talents that represent the Japanese manufacturing industry”, thus making the group “Global Top-Level Functional Chemical Manufacturer from Japan”, which is the state ideal from the Co-Creative Chemical Company.

In the Showa Denko Group’s goal of “changing society through the power of chemistry”, we put our desire to have world-class competence as a chemical manufacturer, to think beyond conventional boundaries of our individual business activities, and co-create a better society with stakeholders and communities who share a lofty purpose and ideal with us. This is the essence of the Co-Creative Chemical Company that we aim to be. With the achievement of the goal, Showa Denko Group will continue its reform, aiming to become the world’s leading manufacturer of functional chemicals.

In the process of realizing the ideal state, Showa Denko Group will be committed to realizing business scale and profitability which are prerequisites for becoming a company that can compete on the global stage, execute management of the business portfolio by focusing on the strategic allocation of management resources, while maintaining integrity, promoting innovations that deliver competitive advantage, and executing a people strategy focused on human resource development based on the purpose and the four values, which are the new corporate philosophy of the Showa Denko Group.

To become a top-tier global functional chemicals manufacturer, which is our ideal state, and to maximize the value of our business, we will accelerate the management of our business portfolio, which will allow us to solve social problems global markets and create lasting business value. In an effort to establish an optimal organizational structure for achieving the ideal state, we will examine the specific procedures for transformation into a holding company structure.

If the Group converts to a holding company structure, the holding company will specialize in formulating and executing group strategy and will operate as a listed company. The holding company will deal with management issues promptly and flexibly, and realize appropriate allocation of group-wide management resources from a bird’s-eye perspective, including the formation of business alliances and mergers and acquisitions. The newly integrated company (a company involved in manufacturing) will focus on strengthening the competitiveness of each business of the Company in order to realize the synergy of integrating Showa Denko and Showa Denko Materials as soon as possible, and exploit the businesses quickly and flexibly. corresponding to the surrounding environment, thus increasing the enterprise value of the entire Group.

2. Planned process of transformation into a holding company structure

The planned process for the transformation of the current company structure into a holding company structure is as follows. We will define the current Showa Denko KK as the company to be split, execute the company split, make Showa Denko Materials Co., Ltd. (SDMC), which is a wholly owned subsidiary of HC Holdings KK (HCHD), in which SDK owns 100% of the voting rights, succeeds all businesses currently operated by SDK and merges HCHD with SDMC. Next, we will define SDMC as the company to be spun off, execute the spin off of the company, and have SDK succeed some of SDMC’s assets and liabilities. We will announce the details of this process as it is decided in the future.

3. Plan for the future

– End of June 2022: record date to set the shareholders who can exercise voting rights at the extraordinary general meeting of shareholders regarding the transformation into a holding company structure
– August 2022: Board of Directors concerning the transformation into a holding company
– September 2022: Extraordinary general meeting of shareholders concerning the transformation into a holding company
– January 2023: Transformation into a holding structure

About Showa Denko KK

Showa Denko KK (SDK; TSE: 4004, ADR: SHWDY) is a leading manufacturer of chemicals for heavy industry, computers and electronics. The Petrochemical Sector provides cracking products such as ethylene and propylene, the Chemical Sector provides industrial, high performance and high purity gases and chemicals for semiconductors and other industries, the Inorganic Sector provides ceramic products, such as alumina, abrasives, refractories/graphite electrodes and fine carbon products. The Aluminum Sector supplies high value-added aluminum materials and wrought aluminium, the Electronics Sector supplies HD carriers, compound semiconductors such as ultra-bright LEDs and magnetic earth alloys rare, and the Department of Advanced Battery Materials (ABM) supplies lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

For more information, contact:
Showa Denko KK, Public Relations Group, Brand Communication Department, Tel. : 81-3-5470-3235

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