TOKYO, Dec 18, 2019 – (JCN Newswire) – HC Holdings K.K. (a wholly-owned subsidiary of Showa Denko K.K. (“Showa Denko”); the “Tender Offeror”; collectively with Showa Denko, the “Tender Offerors”) announces that the Tender Offeror decided today, by the Tender Offeror’s representative officer to acquire common shares (the “Target Shares”) of Hitachi Chemical Company, Ltd. (the “Target Company” listed on the First Section of Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) under the code number 4217) through a tender offer (meaning a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”); the “Tender Offer”) as stated below:
The Tender Offer is subject to the satisfaction (or waiver by the Tender Offeror) of certain conditions precedent; for example, the procedures and actions required under competition laws and other laws and regulations inside and outside Japan (Japan, China, South Korea, the United States, the European Union, and Taiwan) must be completed in order to commence the Tender Offer (for detailed information, please refer to (Note 1) of “(1) Outline of the Tender Offer” in “1. Purpose of the Purchase” below). The Tender Offeror plans to commence the Tender Offer as soon as the conditions precedent are satisfied (or waived by the Tender Offeror), and as of today it aims to commence the Tender Offer by approximately February 2020. However, it is difficult to predict the precise time period required for procedures at domestic and foreign competition authorities; therefore, a schedule for the Tender Offer will be announced promptly after it is decided.
1. Purpose of the Purchase
(1) Outline of the Tender Offer
The Tender Offeror is a wholly-owned subsidiary of Showa Denko, who owns all outstanding shares of the Tender Offeror, and is a stock company incorporated on December 9, 2019 mainly for controlling and managing the business activities of the Target Company by owning the shares or equity interests of the Target Company, and as of today the Tender Offerors do not own the Target Shares. The outline of the Tender Offeror is as follows:
Outline of the Tender Offeror
(i) Location: 13-9, Shiba Daimon 1-Chome, Minato-ku, Tokyo
(ii) Title and Name of Representative: Eishi Wakutsu, Representative Officer
(iii) Purpose of Company and Description of Business: The purpose of the company is to engage in the following activities and to control and manage the business activities of companies by owning the shares or equity interests of such companies which engage in the following business activities:
1. Manufacturing and sale of electrical insulating materials and electrical equipment
2. Manufacturing and sale of electronic materials and electronic components;
3. Manufacturing and sale of batteries, capacitors, and their applied products;
4. Manufacturing and sale of synthetic resins, other organic chemical products, their applied and processed products, and environmental equipment;
5. Manufacturing and sale of housing equipment and building materials;
6. Manufacturing and sale of ceramic industrial products, carbon products, other inorganic chemical products, and their applied products;
7. Manufacturing and sale of pharmaceuticals and medical devices;
8. Manufacturing and sale of powdered metallurgy, special metals, and their applied products;
9. Design, execution, supervision, and contracting for electrical works, telecommunication works, equipment
installation works, civil engineering works, steel structure works, and other construction works; and
10. Any other business activities related to each of the preceding items.
(iv) Stated Capital: 1 yen (As of December 18, 2019 (Note))
The Tender Offeror decided today, by its representative officer to implement the Tender Offer as part of the transaction (the “Transaction”) for acquiring all of the Target Shares listed on the First Section of the Tokyo Stock Exchange (excluding treasury shares owned by the Target Company) and making the Target Company a wholly-owned subsidiary of the Tender Offeror, if conditions precedent to commence the Tender Offer (the “Conditions Precedent”) (Note 1) are satisfied (or waived by the Tender Offeror).
To implement the Tender Offer, the Tender Offerors have executed a tender agreement today with Hitachi, who is a parent company of the Target Company (the “Tender Agreement”), to tender the Tender Offer for all Target Shares owned by Hitachi (106,699,955 shares, ownership ratio (Note 2): 51.24%; the “Tendered Shares”).
For detailed information on the Tender Agreement, please refer to “(6) Material Agreement Related to the Tender Offer” below. If the Tender Offer is successfully completed, the Target Company will cease to be Hitachi’s subsidiary, and the capital relationship between the Target Company and Hitachi will no longer exist. However, in order to ensure the smooth continuation of the business activities of the Target Company, the Target Company plans to execute an agreement for the use of the Hitachi brand, and an agreement regarding the contract research with Hitachi, and an agreement regarding the transition of service with Hitachi and the companies of Hitachi group (collectively, the “Transition Service Agreement”).
In the Tender Offer, the minimum number of shares to be purchased is set at the number equivalent to the two-thirds (any fraction to be rounded up to the nearest single digit) of the number of voting rights in connection with the number of shares, which is obtained by deducting the number of treasury shares owned by the Target Company from the total number of outstanding shares, multiplied by 100 shares, which constitutes one unit of the Target Company (Note 3). If the total number of share certificates, etc. tendered to the Tender Offer (the “Tendered Share Certificates”) is less than the minimum number of shares to be purchased, the Tender Offeror will not purchase any of the Tendered Share Certificates. On the other hand, the maximum number of shares to be purchased is not set because the purpose of the Tender Offer is to make the Target Company a wholly-owned subsidiary. If the total number of Tendered Share Certificates is the minimum number of shares to be purchased or more, all of the Tendered Share Certificates will be purchased.
If the Tender Offer has been successfully completed, but the Tender Offeror is unable to acquire all of the Target Shares (excluding treasury shares owned by the Target Company) as a result of the Tender Offer, the Tender Offeror intends to acquire all of the Target Shares (excluding treasury shares owned by the Target Company) and make the Target Company a wholly-owned subsidiary by implementing the procedures described in “(4) Policy for Organizational Restructuring After the Tender Offer (Matters Relating to Socalled “Two-Stage Purchase”)” below (the “Procedure for Making the Target Company a Wholly-Owned Subsidiary”) after the Tender Offer is successfully completed.
If the Tender Offer is successfully completed, as of the Settlement Commencement Date, the Target Company will cease to be Hitachi’s subsidiary and will become a consolidated subsidiary (a second-tier subsidiary company) of Showa Denko. In addition, if the Tender Offer is successfully completed, as of the Settlement Commencement Date, the Tender Offeror is expected to become the Target Company’s new parent company and largest major shareholder. Furthermore, if the Tender Offer is successfully completed, as of the Settlement Commencement Date, Showa Denko is expected to qualify as the new parent company of the Target Company because it owns more than 50% of the total voting rights of the Tender Offeror.
The Tender Offerors’s policy is to procure funds required for the settlement of the Tender Offer in order to avoid a decline in capital efficiencies due to the dilution of shares in Showa Denko and maintain its financial soundness.
Specifically, the Tender Offeror plans to procure the funds required for the settlement of the Tender Offer by borrowing up to 400 billion yen from Mizuho Bank (the “Bank Loan”), receiving an investment of up to 275 billion yen from Mizuho Bank and Development Bank of Japan Inc. by the subscription of Class A preferred shares of the Target Company (as the “Preferred Share Investment”, and receiving an investment of up to 295 billion yen from Showa Denko by the subscription of common shares of the Tender Offeror (the “Common Share Investment”). Subject to (I) the submission of the materials for conditions precedent, (II) the submission of application forms for borrowing, (III) the absence of reasons making them unable to obtain loans, (IV) the opening and maintenance of certain bank accounts, (V) the execution and maintenance of related agreements, (VI) the establishment of certain security agreements and the fulfillment of the requirements for perfection, (VII) the absence of any material breach of representations and warranties, (VIII) the absence of any material breach of duties, (IX) the absence of certain reasons for forfeiture of the benefit of time, (X) the confirmation of the successful completion of the Tender Offer and other certain matters regarding the Tender Offer, (XI) the fact that Showa Denko is a wholly-owning parent company of the Tender Offeror, (XII) the lack of change of the business plan submitted to Mizuho Bank, (XIII) the lack of change of the transaction structure for making the Target Company a wholly-owned subsidiary of the Tender Offeror, (XIV) the investment by Showa Denko to be implemented by a certain date, (XV) the Preferred Share Investment to be implemented by a certain date, (XVI) the certainty of the absence, repayment, and dissolution of existing borrowings, existing commitment lines, existing security rights, guarantees, etc. in the Target Company Group (other than certain borrowings, etc.), and (XVII) other matters specified in investment contracts, the Tender Offeror intends to obtain the Bank Loan by the business day before the Settlement Commencement Date, the Preferred Share Investment by one or two business days before the settlement commencement day of the Tender Offer subject to the matters from (I) to (XVI) stated in the above Note, and the Common Share Investment by two or three business days before the settlement commencement day of the Tender Offer subject to the implementation of the Loan to Showa Denko, respectively. Detailed loan terms and conditions of the Bank Loan will be provided in the loan agreement in connection with the Bank Loan upon separate consultation with Mizuho Bank. However, under the loan agreement in connection with the Bank Loan, a security interest is scheduled to be established for the Target Shares owned by the Tender Offeror. In addition, after the Tender Offeror becomes the Target Company’s only shareholder through the Procedure for Making the Target Company a Wholly-Owned Subsidiary, it is planned that the Target Company will become a joint guarantor of the Tender Offeror and that a security interest will be established for certain assets of the Target Company. For Class A preferred shares, the Tender Offeror plans to receive from a rating agency a capital certification for a certain percentage of the investment. Furthermore, subject to (I) the submission of the materials for conditions precedent, (II) the absence of reasons making them unable to obtain loans, (III) the execution and maintenance of related agreements, (IV) the absence of any breach of representations and warranties, (V) the absence of any breach of duties, (VI) the absence of reasons for forfeiture of the benefit of time, (VII) the confirmation of the successful completion of the Tender Offer and other certain matters regarding the Tender Offer, (VIII) the lack of change of the business plan submitted to Mizuho Bank, (IX) the lack of change of the transaction structure for making the Target Company a wholly-owned subsidiary of the Tender Offeror, and (X) other matters specified in investment contracts, Showa Denko plans to procure funds required for the Common Share Investment by obtaining the Loan to Showa Denko, and does not plan to raise funds by issuing new shares.
According to the “Announcement of Opinion regarding the Planned Commencement of the Tender Offer for the Shares of Hitachi Chemical Company, Ltd. by HC Holdings” published today by the Target Company (the “Target Company Press Release”), the Target Company resolved at its board of directors meeting held today to express its opinion to support the Tender Offer if the Tender Offer is commenced as an opinion of the Target Company at the present time, and to recommend that the Target Company’s shareholders tender the Tender Offer.
For detailed information on the resolutions of the board of directors of the Target Company, please refer to the Target Company Press Release and “(VI) Unanimous Approval of all non-interested directors at the Target Company” in “(3) Measures to Ensure the Fairness of the Tender Offer, Including Measures to Ensure the Fairness of the Tender Offer Price and Avoid Conflicts of Interest” below.
(2) Background, Purpose, and Decision-making Process Which Led to the Decision to Implement the Tender Offer As Well As the Management Policy After the Tender Offer
The background, purpose, and decision-making process which led to the decision to implement the Tender Offer by the Tender Offerors as well as the management policy after the Tender Offer are as follows. Statements regarding the Target Company contained in the following statements are based on explanations provided by the Target Company and information disclosed by the Target Company.
(I) Background, purpose, and decision-making process behind the Tender Offerors’ decision to implement the Tender Offer
The Tender Offeror is a wholly-owned subsidiary of Showa Denko, who owns all of its outstanding shares and is a stock company incorporated in December 9, 2019, primarily for the purpose of controlling and managing the business activities of the Target Company by owning the shares or equity interests. Showa Denko, a parent company of the Tender Offeror, was established on June 1, 1939, through the merger of Nihon Electrical Industries K.K. and Showa Fertilizers K.K. Thereafter, Showa Denko listed its shares on stock exchanges in Tokyo, Osaka, Nagoya, Sapporo, and Fukuoka in May 1949. After that, because the transaction volume on the stock exchanges in Osaka, Nagoya, Sapporo and Fukuoka were small, and because it was believed that delisting would cause little impact on the shareholders and investors, Showa Denko applied for delisting on the stock exchanges in Osaka, Nagoya, Sapporo and Fukuoka in June 2003, and were subsequently delisted in July 2003. From July 2003 onwards it centralized its listing on the First Section of the Tokyo Stock Exchange. Showa Denko comprises a corporate group (“Showa Denko Group”) consisting of Showa Denko and its 58 consolidated subsidiaries and 11 affiliated companies accounted for using the equity-method (equitymethod affiliates) (as of December 31, 2018). The Showa Denko Group engages in the petrochemical, chemicals, electronics, inorganics (Note 1), and aluminum businesses in Japan and overseas.
Showa Denko Group’s management philosophy is to “provide products and services that are socially useful and safe and exceed our customers’ expectations, thereby enhancing the corporate value, giving satisfaction to our shareholders, and contributing to the sound growth of international society as a responsible corporate citizen.” In order to realize this management philosophy, we have established a Mission (the meaning of our existence) of “satisfying all stakeholders” and a Vision (our goal) of “KOSEIHA Company” (individualized company). Furthermore, it is essential for us to anticipate major changes in the external environment, such as the markets and social structures faced by Showa Denko Group’s customers; for example, the progress of the digitalization of society, the spread of lightweight and composite materials in automobiles, the improvement of quality of life, and the expansion of specialty semiconductors (Note 2), in order to grow in the future. Accordingly, the Value (a means to realize “KOSEIHA Company”) is defined as “Maximization of CUSTOMER Experience,” and we are pursuing business model innovation in order to become a “solution provider beyond the manufacturing industry.”
“KOSEIHA Company”, which Showa Denko aims for, is an “aggregate of KOSEIHA Businesses (individualized businesses) which can maintain high levels of profitability and stability.” “KOSEIHA Businesses” are defined as “businesses in which we have a global top market share in the market of appropriate scale. Although the market of appropriate scale depends on attributions of each business area or business circumstance, we consider that the market of 50 billion yen to 500 billion yen is a influential target as an indication. Showa Denko believes that it already has distinctive KOSEIHA Businesses in such fields as high-purity gases for electronic materials (Note 3), hard disks, and graphite electrodes. More than half of the sales of Showa Denko are made from the aluminum business and non-organic and inorganic chemicals business, including ceramics. In a chemical industry where business portfolios are mostly occupied by the organic chemical business, Showa Denko’s business portfolio above is unique in that although Showa Denko is chemical manufacturer, more than half of its sales are made from the non-organic and inorganic chemicals business. Pursuant to the three year medium-term business plan, which was announced on December 2018 and launched in 2019 (“Showa Denko TOP 2021”), we are working to establish a new KOSEIHA Business group that follows KOSEIHA Businesses. Our medium-to long-term management goal is to make at least half of our existing businesses KOSEIHA Businesses by 2025. In order to realize this management strategy, we have decided to invest a total of 400 billion yen, including 150 billion yen in M&A, and we have proceeded combination with other companies and alliance measures as a means to enhance competitiveness as KOSEIHA Company.
On the other hand, the Target Company started researching insulating varnishes for motors as part of Hitachi in August 1912, and Hitachi Chemical Co., Ltd. (the current Hitachi Chemical Company, Ltd.) was established after separating from Hitachi in October 1962. Although originally, the Target Company’s business was mainly based on electrical insulating materials and synthetic resin chemicals, the ratio occupied by the electronics-related business gradually increased, and its business expanded to various other areas such as automotive parts, life science, and industrial batteries. Accordingly, due to, among other things, deviation between the contents of the Target Company’s business activities and the image of the word “industry”, which was included in its trade name, the Target Company changed its trade name to “Hitachi Chemical Company, Ltd” in January 2013.
The Target Company forms a corporate group comprising the Target Company and 89 subsidiaries and 2 equity-method affiliates (as of March 31, 2019) (the “Target Company Group”), and its main business is manufacturing, processing, and sale of functional materials (Note 4) as well as advanced components and systems. The Target Shares were listed on the Second Section of both the Tokyo and Osaka Stock Exchanges in October 1970, and on the First Section of the Tokyo and Osaka Stock Exchanges in August 1971. In July 2013, the cash equity markets of the Tokyo Stock Exchange and the Osaka Securities Exchange were integrated, and the Target Shares are now listed on the First Section of the Tokyo Stock Exchange.
Since the commencement of operations in April 1963, the Target Company has created new products by combining, fusing, and utilizing a wide range of basic technologies, developed from four mainstream products: insulating varnishes (Note 5), industrial laminates (Note 6), porcelain insulators (Note 7), and carbon brushes (Note 8). Furthermore, the Target Company has developed a wide range of businesses based on market trends and customer needs.
The Target Company’s current corporate mission is to “contribute to society through the development of superior technologies and products,” and the Target Company strives to provide optimal solutions to customers in four key business areas (Information and Communication, Mobility, Energy, Life Science), which are expected to grow in the future, and are where the Target Company’s technological strengths can be shown. Details of each of the key business areas are as follows.
– Information and Communication: Manufacturing and sale of materials for interface devices and systems that support an advanced information-oriented society, such as wiring boards and the materials for semiconductors, displays, and wiring boards.
– Mobility: Manufacturing and sale of materials and components for automobiles and transportation infrastructures, such as resin molded products, friction materials, powdered metallurgy products, and anode materials.
– Energy: Manufacturing and sale of products that contribute to new energy and environmental trends, such as lead-storage batteries and capacitors for industrial and automotive applications.
– Life Science: Development, manufacturing, and sale of diagnostic products utilizing material technologies, and contract manufacturing services of regenerative medicine products.
In the markets for high performance products which the Target Company is involved in, the functions demanded by the customers change within a short term due to the complicated processes caused by the performance of die shrink and multi-layering of semiconductors (for example, heat conductivity required for materials, including sealing materials, increased by two or three times), and existing products and technologies face more intensifying competition.
Under these circumstances, the Target Company aims to transform itself into a “global top-class, highfunctionality material manufacturer” by creating “functions” that resolve customers’ problems based on not only material technologies related to both organic and inorganic chemistry (Note 9, Note 10) but also based on process and evaluation technologies, challenging growing areas while responding to market changes, and providing solutions.
The current situation of each business department and proposed future measures are as follows.
– Information and Communication: Demand is expanding in areas requiring advanced technologies due to the complicated processes caused by the performance of die shrink and multi-layering of semiconductors, and advances in 5G high-speed communications, and display technologies. The Target Company aims to achieve continuous growth by developing measures with both the niche strategy, and the cluster strategy which utilizes the “Packaging Solution Center” (Note 11).
– Mobility: Although the number of automobile sales is sluggish, demand for high functional material is steadily expanding due to the development of Electrified Vehicle (xEV), as a result of environmental regulations, and the improvement of vehicle performance such as weight reduction, miniaturization, and connection (Note 12). The Target Company has strengths in a wide range of material technologies and module technologies, and aims to achieve continuous growth by developing new materials, and the like, in growing areas.
– Energy: For automotive batteries, demand for Idling Stop and Start (ISS) vehicles and environmentally friendly vehicles is steadily changing, and demand for industrial batteries is expanding due to the spread of data centers and renewable energy. The Target Company aims to improve the business efficiency and promote its business development in growing areas.
– Life Science: The market for diagnostic products is expanding due to expanded needs for preventive medicine and rapid diagnostics. The Target Company will work to develop and expand sales of new products, and expand and improve overseas sales channels. Furthermore, the market for regenerative medicine products is expected to grow substantially in the medium-term and longterm. The Target Company will promote the launch of related businesses such as culture medium (Note 13) and consumables, in addition to contract manufacturing of regenerative medicine products. Due to this, the Target Company will make the Life Science Business the future core business.
Showa Denko believes that the Target Company has been challenging growing areas while historically and consistently having the DNA of a “technological innovation company” as symbolized by their corporate slogan, “Working On Wonders,” and has achieved sustainable growth by creating high value-added “performance products” based on the basic technology consisting of materials technology, process technology, and evaluation technology. In addition, the Target Company aims to become a “global top highly-functional material manufacturer with a strong presence” that creates “functions” which solve customer issues by combining a wide range of organic and inorganic materials technologies, while challenging growing areas in response to market changes, and offering “solutions”. In order to realize this ideal image, the Target Company is aiming to build a highly complementary business portfolio that will support sustained growth. The main pillars of this business portfolio which support the medium-to long-term growth are: the Information and Communication Business Headquarters centered on semiconductor-related products with high market shares such as CMP slurries (Note 14) and copper-clad laminates (Note 15); the Energy Storage Business Headquarters which aims for business growth and improved efficiency mainly in highly profitable and high-growth areas, using overseas offices obtained in the past few years as a foothold, and diversification of stable sources of revenue by expanding the battery monitoring system service in and outside Japan in the medium- to long-term; the Mobility Business Headquarters centered on plastic backdoor modules, which are compatible to the black box technology of an original equipment manufacturer (OEM) (Note 16) by leveraging the Target Company’s strength (Note 17), and carbon anode material for lithium ion batteries, which have strengths in high-quality segments; and the Life Science Business Headquarters which aims to establish businesses through the use of the materials technology of the Target Company in the field of regenerative medicine and diagnostic products, whose markets are expected to grow.
In recent years, Chinese material manufacturers have developed a business that takes advantage of the economies of scale against the backdrop of the size of their home market, and Middle East material manufacturers have also been increasing cost competitiveness by building a consistent value chain from upstream resource procurement. In this environment, where moves to increase competitiveness in the global market accelerate, we thought that it was important to “accelerate business growth as a global leader with the top market share in an appropriate market size” in order for Japanese material manufacturers to remain as the global top manufacturers in the future, and to “provide solutions that combine a wide range of materials and technologies” in order to flexibly respond to diversified and sophisticated customer needs.
Based on Showa Denko’s thoughts concerning the state of the Target Company and material manufacturers as above, under the Showa Denko TOP 2021, Showa Denko determined an investment of a total of 400 billion yen, including 150 billion yen in M&A for three years beginning in 2019, and are considering combination and alliance measures as a means to enhance competitiveness as KOSEIHA Company. Under these circumstances, after an observational news report about Hitachi’s selling of the Target Company was announced in early December 2018, and in early February 2019, Showa Denko began to consider the possibility of acquiring the Target Shares, as part of the aforementioned management strategy. After that, Showa Denko considered the significance and feasibility of the Transaction based on disclosed information from business and financial perspectives. As a result, considering that the Target Company aims to become a “global top high functional material manufacturer with a strong presence by creating functions and providing solutions,” and Showa Denko aims to become a “solution provider beyond the manufacturing industry,” the two companies have consistent goals and the “niche and cluster strategy” (Note 18) of the Target Company has a commonality with Showa Denko’s “KOSEIHA Business Strategy” in the sense that it is solution-oriented and is a growth strategy for many global top share businesses. By early July 2019, Showa Denko determined that Showa Denko making the Target Company a wholly-owned subsidiary will meet the management policies of Showa Denko and the Target Company.
Then Showa Denko determined that it would be able to create, along with the Target Company, such a new entity as would change the industrial structure, in the next-generation material industry which was expected to continue to change due to intensified global competition and changes in the market structure. In early July 2019, Showa Denko decided to participate in the first bidding process, for which Hitachi and the Target Company approached Showa Denko, in order to obtain undisclosed information, including the Business Plan, and carry out further consideration of possible impact of the Transaction, the buy-out structure, the feasibility of the Transaction, and the governance and management policies following the Transaction, based on these information through participation in the bidding process pertaining to sale of the Target Shares. In the first bidding process, as a result of the analysis and consideration, based on information disclosed by the Target Company and information that was publicly-available, Showa Denko determined that Showa Denko making the Target Company a whollyowned subsidiary would enable Showa Denko to quickly and flexibly propose solutions to the sophisticated and diverse demands of the end users (Note 19). Then, Showa Denko submitted its first letter of intent in early August 2019.
After that, Showa Denko was notified that it was allowed to participate in the second bidding process in late September 2019. During the course of the second bidding process, between the beginning of October 2019 and the middle of November 2019, Showa Denko conducted due diligence on the business, finance, tax, and legal affairs, etc. of the Target Company Group for approximately seven weeks and interviews with the management of the Target Company and proceeded with further analysis and consideration of possible impact of the Transaction, the buy-out structure, the feasibility of the Transaction the governance after the Transaction and management policies, based on these information. As a result of such analysis and consideration, Showa Denko determined that by making the Target Company Showa Denko’s wholly-owned subsidiary, the business synergies are expected and the strategies and action plans that were being considered by Showa Denko would become feasible.
As a result of analysis and consideration based on information obtained though the due diligence and interviews with the management of the Target Company during the course of the second bidding process, in the middle of November 2019, Showa Denko determined that the business synergies below would be expected and the strategies and action plans for each business areas of the Target Company would be realized through making the Target Company a wholly-owned subsidiary. Showa Denko believes that in order to maximize the business synergies and realize strategies and action plans the rapid decisionmaking of the Target Company will be necessary and that in order to realize the foregoing, it is essential to make the Target Company a wholly-owned subsidiary, opposed to a business or capital alliance that keeps the Target Company listed and maintains its independence as a listed company, so that the risk of conflicts of interest with the minority shareholders will be eliminated.
Full press release (PDF): www.sdk.co.jp/assets/files/english/news/2019/20191218_newsrelease_e.pdf
About Showa Denko K.K.
Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY), a major manufacturer of chemical products, serves a wide range of fields from heavy industry to electronics and computer industries. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, and the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory and graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high-bright LEDs and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.
Showa Denko K.K., Public Relations Office, Tel: 81-3-5470-3235
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