It should be noted that because the company splits will be a simplified absorption-type company splits (kani kyushu-bunkatsu) between the Company and its wholly owned subsidiaries, some disclosure items and details have been omitted from this press release.
1. Objectives of the Company Splits and the Series of Transactions
The aluminum can business of the Company has provided high quality aluminum cans for beverages through an integrated process extending from the molding of can bodies and lids to printing,
In the domestic aluminum can market, although demand for alcoholic beverage cans has been stable with increasing demand for non-beer alcoholic beverages, there has been a significant decrease in demand for non-alcoholic beverage cans due to their replacement with PET bottles. It is expected that the business environment will continue to be challenging in the future. In order to respond to such changes in the domestic market, the Company has been working to strengthen its domestic business base, including by optimizing production capacity at its domestic production bases in
On the other hand, the Vietnamese aluminum can market is expected to see continued strong demand for beverage consumption in the future as well, and the Company, in
In the future, the Company is planning further growth by actively exploring opportunities to expand its business around the world, including in
The aluminum rolling business of the Company commenced operations as
The high purity aluminum foil produced by the Company has strength in high-end products with high capacity and high strength, and the Company has the number one market share of sales in the global high purity aluminum foil for aluminum electrolytic capacitor market. In 2013, the Company established
Aluminum electrolytic capacitors are widely used in a range of fields from home appliances to IT equipment, electric vehicles and hybrid vehicles, as well as in the new energy sector, and demand is expected to grow, particularly in the environmental and energy sectors. As the market is expected to grow in the medium to long term in
As set forth in the Long-term Vision for
In light of the rapidly changing business environment, the Company has been examining the optimal allocation of management resources and portfolio management to realize sustainable growth. After careful consideration of all available options, the Company reached the conclusion that the expansion of the aluminum can business and the aluminum rolling business would be best achieved through business partners that have specialized knowledge and management resources to enable future growth of these businesses together with the employees engaged in the respective business. Taking these factors into consideration, the Company decided to execute the transactions set forth in the Master Agreement with Apollo, which is one of the world's leading alternative investment managers and has a wealth of experience supporting aluminum-related industries for more than 20 years.
The Company is confident that the active and strategic support based on Apollo's management resources, the aluminum can business and aluminum rolling business will be well positioned to execute its business strategies in a flexible and bold manner as independent companies to further growth and improve competitiveness.
2. Details of the Company Split and Series of Transactions
(1) Schedule for the Company Split and Series of Transactions
- Master Agreement Execution Date:
- Absorption Split Agreement Execution Date (aluminum can business):
- Absorption Split Agreement Execution Date (aluminum rolling business):
- Absorption Split Effective Date (aluminum cans business)
- Absorption Split Effective Date (aluminum rolling business)
(Note) As the Company Split corresponds to a simplified company split (kani kyushu-bunkatsu) under Article 784 Paragraph 2 of the Companies Act, it is planned to be performed without the passing of a resolution at a general shareholders' meeting of the Company.
(2) Company Split Method
The Company shall be the splitting company, and
(3) Details on Allocations Relating to the Company Split
At the time of the Company Split, no shares shall be allocated, and no other consideration shall be provided.
(4) Handling of Stock Acquisition Rights and Corporate Bonds with Stock Acquisition Rights in Conjunction with the Company Split
Not applicable.
(5) Capital Increase or Decrease Due to the Company Split
The capital of the Company shall not be changed by the Company Split.
(6) Rights and Obligations to be Succeeded by the Succeeding Companies
The assets, liabilities, contractual positions, and other rights and obligations relating to the aluminum can business of the Company (limited to those prescribed in the absorption-type split agreement) shall be succeeded by
(7) Prospect of Fulfillment of Debts
It has been determined that there will be no issues in the prospect of the payment of debts of
3. Overview of the Parties to the Company Split (aluminum can business) (Current as of
(1)
(2) Address: 13-9,
(3) Position and
(4) Business descriptions: Manufacture and sale of petrochemicals, gas products, special chemicals, electronic and information-related products, inorganic products, and aluminum products, etc. / Manufacturer of aluminum cans, etc., in
(5) Capital:
(6) Date of establishment:
(7) Number of Issued Shares: 1,497,112,926 shares / 216,000 shares
(8) Fiscal year-end:
(9) Major shareholders and shareholding ratio:
(10) Net assets:
(11) Total assets:
(12) Net Assets per Share:
(13) Sales:
(14) Operating income:
(15) Ordinary income:
(16) Net Income this Period Attributable to Parent Company:
(17) Per Share this Period Net Income:
In regard to (9),
In regard to (10) to (17), the financial results of
the fiscal year ending
4. Overview of the Parties to the Company Split (aluminum rolling business) (Current as of
(1)
(2) Address: 13-9,
(3) Position and
(4) Business descriptions: Manufacture and sale of petrochemicals, gas products, special chemicals, electronic and information-related products, inorganic products, and aluminum products, etc. / The production and processing of bare metal, cast products, rolled products, and foil made from light alloys such as aluminum
(5) Capital:
(6) Date of establishment:
(7) Number of Issued Shares: 1,497,112,926 shares / 25,200 shares
(8) Fiscal year-end:
(9) Major shareholders and shareholding ratio:
(10) Net assets:
(11) Total assets:
(12) Net Assets per Share:
(13) Sales:
(14) Operating income:
(15) Ordinary income:
(16) Net Income this Period Attributable to Parent Company:
(17) Per Share this Period Net Income:
In regard to (9),
In regard to (10) to (17), the financial results of
5. Overview of Department to be Split
(1) Description of Business of Department to be Split
aluminum can business: The manufacture and sale of aluminum cans, etc., for beverages of the Company
aluminum rolling business: The manufacture and sale of high purity aluminum foil, etc., mainly to be used for electrolytic capacitors of the Company
(2) Business Performance of Department to be Split (Sales Period Ending
aluminum cans business:
aluminum rolling business:
(3) Items and Amounts of Assets and Liabilities Subject to Split (Current as of
aluminum cans business
Assets Liabilities
Current Assets:
Fixed Assets:
Total:
Liabilities
Current Liabilities:
Fixed Liabilities: -
Total:
aluminum rolling business
Assets
Current Assets:
Fixed Assets:
Total:
Liabilities
Current Liabilities:
Fixed Liabilities:
Total:
Note: The above amounts for both businesses are calculated based on the balance sheet as of
6. Status of
There shall be no change to the trade name, headquarters address, representative, business content, amount of stated capital, or fiscal year of the Company in conjunction with the Company Split.
7. Future Outlook
The impact on the performance of the Company as a result of the company split and series of transactions shall be minor.
The forecast of business performance for the period ending
Note: Overview of Apollo Global Management Inc.
Apollo is a leading global alternative investment manager with offices in
Full press release: www.sdk.co.jp/assets/files/english/news/2021/20210128_sdknewsrelease_e.pdf
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