Komori
M&A and Subsidiary Changes4004Resonac Holdings CorporationMaterials and Chemicals

Update on the Partial Spin-Off of Class Chemicals (Petrochemicals Business)

For the partial spin-off involving an in-kind dividend of more than 80% of the shares of クラサスケミカル to our shareholders, we obtained certification of the business restructuring plan and set out the specific schedule and conditions for implementation in October 2026. Following implementation, クラサスケミカル is expected to cease to be our consolidated subsidiary and an equity-method affiliate.

Worth reading
67In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
80
More than % (distribution ratio of クラサスケミカル shares)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This spin-off
Disclosing companyResonac Holdings Corporation
Crasus Chemical Inc.Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

• Manufacture and sale of basic petrochemical products, including ethylene and propylene • Manufacture and sale of organic chemical products using acetic acid as the principal raw material • Manufacture and sale of synthetic resin products, and related businesses

Location Oita City, Oita Prefecture, and Minato-ku, TokyoShare capital ¥110 millionDate of incorporation 1 August 2024
Net Sales¥300.3 billion (fiscal year ending December 2025)
Consideration and expenses
Type of ConsiderationDistribution of shares by dividend in kind
Impact on Business Performance

The impact on our consolidated results is under review and has not been determined at this time.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining approval from the Tokyo Stock Exchange for the listing of クラサスケミカル shares, among other conditions
Management structure after acquisitionThe representative director and president will be Fukuda Hirotsugu (福田浩嗣). Employees seconded from us and 株式会社レゾナック are予定 to transfer to クラサスケミカル. Following the listing, we will consider generally ending transactions with us while continuing transactions that are necessary.
This transaction
ItemDetails
Transaction nameThis spin-off
Name of the Subject CompanyCrasus Chemical Inc.
Business Description of the Subject Company• Manufacture and sale of basic petrochemical products, including ethylene and propylene • Manufacture and sale of organic chemical products using acetic acid as the principal raw material • Manufacture and sale of synthetic resin products, and related businesses
Location of the Subject CompanyOita City, Oita Prefecture, and Minato-ku, Tokyo
Capital Stock of the Subject Company¥110 million
Date of Establishment of the Subject Company1 August 2024
Net Sales of the Subject Company¥300.3 billion (fiscal year ending December 2025)
Type of ConsiderationDistribution of shares by dividend in kind
Voting rights ownership percentageBefore 100% → after Less than 20%
Impact on Business PerformanceThe impact on our consolidated results is under review and has not been determined at this time.
Date of board resolutionLate August 2026 (予定)
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionObtaining approval from the Tokyo Stock Exchange for the listing of クラサスケミカル shares, among other conditions
Management structure after acquisitionThe representative director and president will be Fukuda Hirotsugu (福田浩嗣). Employees seconded from us and 株式会社レゾナック are予定 to transfer to クラサスケミカル. Following the listing, we will consider generally ending transactions with us while continuing transactions that are necessary.
Items this document does not state (18)
Counterparty nameOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

We obtained certification of the business restructuring plan under the Industrial Competitiveness Enhancement Act and specified the details of this spin-off.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Update on the Partial Spin-Off of Class Chemicals (Petrochemicals Business) | Resonac Holdings Corporation (4004) timely disclosure | Komori