Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
10603734
Shares (to be issued)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartySUMITOMO CHEMICAL COMPANY,LIMITED
Disclosing companySUMITOMO CHEMICAL COMPANY,LIMITED
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
Chemicals related to pharmaceuticals and agrochemicals, functional chemicals, and other businesses
Location Sodegaura, Chiba PrefectureShare capital ¥2,343 million (as of the end of March 2026)Date of incorporation 17 June 1917
Net Sales¥17,009 million (fiscal year ending March 2026)
Operating profit¥364 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet loss of ¥5,135 million (fiscal year ending March 2026)
Net assets¥16,089 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (common shares of SUMITOMO CHEMICAL COMPANY,LIMITED)
Merger ratio/share exchange ratio1 share of KOEI CHEMICAL COMPANY,LIMITED: 4.91 shares of SUMITOMO CHEMICAL COMPANY,LIMITED. SUMITOMO CHEMICAL COMPANY,LIMITED will be the wholly owning parent company in the share exchange, and KOEI CHEMICAL COMPANY,LIMITED will be the wholly owned subsidiary.
Funding arrangements6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be used in part, and new common shares are scheduled to be issued.
Amount of extraordinary income (loss)Impairment loss recognized (fiscal year ending March 2026; amount: Not disclosed)
Impact on Business Performance
The impact is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly.
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable company analysis and discounted cash flow method (DCF method)
Independent valuation institutionNomura Securities Co., Ltd., Daiwa Securities Co., Ltd.
Special CommitteeEstablished on 17 November 2025. The committee comprises 3 members, Takiguchi Ken (瀧口 健), Hatta Yoko (八田 陽子), and Ueda Ryoko (上田 亮子), all of whom are outside directors and independent officers of KOEI CHEMICAL COMPANY,LIMITED.
Conditions Precedent to ExecutionApproval of the share exchange agreement at the ordinary general meeting of shareholders of KOEI CHEMICAL COMPANY,LIMITED scheduled for 25 June 2026. SUMITOMO CHEMICAL COMPANY,LIMITED will not require shareholder approval because the transaction will be conducted as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionKOEI CHEMICAL COMPANY,LIMITED will become a wholly owned subsidiary of SUMITOMO CHEMICAL COMPANY,LIMITED. The corporate name and representative of SUMITOMO CHEMICAL COMPANY,LIMITED will remain unchanged. The disclosure states that the special committee received an explanation of the management policies and treatment of employees following this share exchange, but specific arrangements are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | SUMITOMO CHEMICAL COMPANY,LIMITED |
| Name of the Subject Company | KOEI CHEMICAL COMPANY,LIMITED |
| Business Description of the Subject Company | Chemicals related to pharmaceuticals and agrochemicals, functional chemicals, and other businesses |
| Location of the Subject Company | Sodegaura, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥2,343 million (as of the end of March 2026) |
| Date of Establishment of the Subject Company | 17 June 1917 |
| Net Sales of the Subject Company | ¥17,009 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥364 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | Net loss of ¥5,135 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥16,089 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (common shares of SUMITOMO CHEMICAL COMPANY,LIMITED) |
| Merger ratio/share exchange ratio | 1 share of KOEI CHEMICAL COMPANY,LIMITED: 4.91 shares of SUMITOMO CHEMICAL COMPANY,LIMITED. SUMITOMO CHEMICAL COMPANY,LIMITED will be the wholly owning parent company in the share exchange, and KOEI CHEMICAL COMPANY,LIMITED will be the wholly owned subsidiary. |
| Number of shares acquired | All issued shares of KOEI CHEMICAL COMPANY,LIMITED other than those held by SUMITOMO CHEMICAL COMPANY,LIMITED. A total of 10,603,734 shares of SUMITOMO CHEMICAL COMPANY,LIMITED are scheduled to be delivered. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 55.85％ → after Wholly owned subsidiary (no figure stated) |
| Funding arrangements | 6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be used in part, and new common shares are scheduled to be issued. |
| Amount of extraordinary income (loss) | Impairment loss recognized (fiscal year ending March 2026; amount: Not disclosed) |
| Impact on Business Performance | The impact is currently under review. If it becomes necessary to revise the earnings forecast or any matter requiring disclosure arises, the company will disclose it promptly. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 1 August 2026 (予定) |
| Valuation methodology | Market price average method, market price method, comparable company analysis and discounted cash flow method (DCF method) |
| Independent valuation institution | Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd. |
| Special Committee | Established on 17 November 2025. The committee comprises 3 members, Takiguchi Ken (瀧口 健), Hatta Yoko (八田 陽子), and Ueda Ryoko (上田 亮子), all of whom are outside directors and independent officers of KOEI CHEMICAL COMPANY,LIMITED. |
| Conditions Precedent to Execution | Approval of the share exchange agreement at the ordinary general meeting of shareholders of KOEI CHEMICAL COMPANY,LIMITED scheduled for 25 June 2026. SUMITOMO CHEMICAL COMPANY,LIMITED will not require shareholder approval because the transaction will be conducted as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | KOEI CHEMICAL COMPANY,LIMITED will become a wholly owned subsidiary of SUMITOMO CHEMICAL COMPANY,LIMITED. The corporate name and representative of SUMITOMO CHEMICAL COMPANY,LIMITED will remain unchanged. The disclosure states that the special committee received an explanation of the management policies and treatment of employees following this share exchange, but specific arrangements are Not disclosed. |
Items this document does not state (6)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amount
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.The companies aim to make integrated use of KOEI CHEMICAL COMPANY,LIMITED's technologies and know-how, human resources, and multi-plant operations with SUMITOMO CHEMICAL COMPANY,LIMITED, thereby expanding technology development and the advanced small-molecule CDMO business in Japan and overseas and accelerating and streamlining decision-making. The companies also stated that making KOEI CHEMICAL COMPANY,LIMITED a wholly owned subsidiary would reduce the administrative burden and costs associated with maintaining its listing.
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