Notice Regarding the Postponement of the Business Integration by Way of Joint Share TransferBetween Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries, Ltd. and the Reassessment of the Share Transfer Ratio
- 2020/04/13 IR News
As announced in “Notice Regarding the Execution of a Final Agreement Concerning the Business Integration by Way of Joint Share Transfer Between Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries, Ltd.” dated November 29, 2019, Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries, Ltd. (collectively, the “Companies”) adopted a resolution in their respective extraordinary meeting of the Board of Directors on the same date to conduct a business integration (the “Business Integration”) by establishing Synfomix Co., Ltd. (the “Integrated Holding Company”) by way of joint share transfer (the “Share Transfer”), which shall become the parent company of the Companies, and executed a final agreement (the “Final Agreement”) between the Companies based on the spirit of equality.
It was scheduled under the Final Agreement that the establishment date of the Integrated Holding Company (the effective date of the Share Transfer) would be October 1, 2020. However, as the recent global outbreak of COVID-19 and the sharp decline in the oil and oil product markets, among other factors, have caused the performance and other aspects of the Companies, as well as the financial, economic, market and other elements of the business environment, which served as bases for the agreement on the Business Integration, to become unpredictable, we hereby announce that the Companies adopted a resolution in their respective extraordinary meeting of the Board of Directors today to postpone the Business Integration and reassess the Share Transfer ratio agreed under the Final Agreement, and executed a Memorandum of Understanding Regarding the Final Agreement (the “MOU”).