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M&A and Subsidiary Changes3401TEIJIN LIMITEDMaterials and Chemicals

(Update on Previously Disclosed Matter) Notice Regarding the Execution of an Absorption-Type Merger Agreement, etc., in Connection with the Business Integration of Teijin Frontier Co., Ltd. and Asahi Kasei Advance Corporation

帝人フロンティア株式会社 has entered into an absorption merger agreement under which it will be the surviving company and 旭化成アドバンス株式会社 will be dissolved. Following the merger, the resulting company is expected to become a new company jointly invested in by 帝人 and ASAHI KASEI CORPORATION, with 帝人 holding an 80% stake and ASAHI KASEI CORPORATION holding a 20% stake.

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This transaction

This integration / this absorption merger
CounterpartyASAHI KASEI CORPORATION, 旭化成アドバンス株式会社
Disclosing companyTEIJIN LIMITED
旭化成アドバンス株式会社Subject of this transactionVoting rights ownership percentage Expected to become a jointly invested company owned 80% by 帝人 and 20% by ASAHI KASEI CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The impact has already been reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2027, and there will be no change to the full-year earnings forecast.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of procedures to obtain regulatory approvals and other permissions, satisfaction of the conditions precedent to this integration stipulated in the final agreement, and approval at an extraordinary general meeting of shareholders
Management structure after acquisitionThe surviving company's name will be TA Frontier Co., Ltd., its location will be 3-2-4 Nakanoshima, Kita-ku, Osaka, Osaka Prefecture, its stated capital will be ¥2 billion, and its ownership ratio will be 80% for 帝人 and 20% for ASAHI KASEI CORPORATION. The representative has not yet been determined. Its business will comprise the manufacture, processing, sale and import/export of raw yarn and staple fiber, including polyester, textiles, apparel products, automotive materials, chemicals, interior and construction materials, industrial materials and consumer products.
This transaction
ItemDetails
Transaction nameThis integration / this absorption merger
Counterparty nameASAHI KASEI CORPORATION, 旭化成アドバンス株式会社
Name of the Subject Company旭化成アドバンス株式会社
Voting rights ownership percentageExpected to become a jointly invested company owned 80% by 帝人 and 20% by ASAHI KASEI CORPORATION
Impact on Business PerformanceThe impact has already been reflected in the full-year consolidated earnings forecast for the fiscal year ending March 2027, and there will be no change to the full-year earnings forecast.
Date of board resolution1 December 2025
Contract DateAbsorption merger agreement: 30 July 2026 (final agreement: 1 December 2025)
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionCompletion of procedures to obtain regulatory approvals and other permissions, satisfaction of the conditions precedent to this integration stipulated in the final agreement, and approval at an extraordinary general meeting of shareholders
Management structure after acquisitionThe surviving company's name will be TA Frontier Co., Ltd., its location will be 3-2-4 Nakanoshima, Kita-ku, Osaka, Osaka Prefecture, its stated capital will be ¥2 billion, and its ownership ratio will be 80% for 帝人 and 20% for ASAHI KASEI CORPORATION. The representative has not yet been determined. Its business will comprise the manufacture, processing, sale and import/export of raw yarn and staple fiber, including polyester, textiles, apparel products, automotive materials, chemicals, interior and construction materials, industrial materials and consumer products.
Items this document does not state (22)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To establish the resulting company as a corporate group with stronger competitiveness and a stronger foundation for growth, and to pursue profit growth through a customer-focused business and the creation of sustainable value.

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(Update on Previously Disclosed Matter) Notice Regarding the Execution of an Absorption-Type Merger Agreement, etc., in Connection with the Business Integration of Teijin Frontier Co., Ltd. and Asahi Kasei Advance Corporation | TEIJIN LIMITED (3401) timely disclosure | Komori