Worth reading
86Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
4.91
Share exchange ratio (number of Sumitomo Chemical shares per KOEI CHEMICAL COMPANY,LIMITED share)Wording
Conditional
How definitive the wording is.Decision and Details
The boards of directors of Sumitomo Chemical and KOEI CHEMICAL COMPANY,LIMITEDShare exchange under which Sumitomo Chemical will become the wholly owning parent company and KOEI CHEMICAL COMPANY,LIMITED will become the wholly owned subsidiary
Decision13 May 2026 (date of execution of the share exchange agreement and scheduled resolution date)
Period CoveredFrom 1 August 2026 onward (after the effective date)
Implementation1 August 2026 (scheduled; effective date)
Going forwardKOEI CHEMICAL COMPANY,LIMITED's annual general meeting of shareholders is scheduled for 25 June 2026. The final trading date for KOEI CHEMICAL COMPANY,LIMITED shares is 29 July 2026, the delisting date is 30 July 2026, and the effective date of the share exchange is 1 August 2026 (all scheduled). Approvals and other procedures from the relevant authorities will be obtained as necessary.
AmountScheduled number of Sumitomo Chemical shares to be delivered: 10,603,734 shares; Sumitomo Chemical treasury shares to be used: 6,000,000 shares; KOEI CHEMICAL COMPANY,LIMITED dividend cap: ¥50 per share; Sumitomo Chemical dividend cap: ¥7.5 per share
Quantity / scaleShare exchange ratio: 4.91 Sumitomo Chemical shares for each KOEI CHEMICAL COMPANY,LIMITED share; KOEI CHEMICAL COMPANY,LIMITED shares issued: 4,900,000; Sumitomo Chemical's holdings of KOEI CHEMICAL COMPANY,LIMITED shares: 2,731,400; KOEI CHEMICAL COMPANY,LIMITED treasury shares: 8,980; KOEI CHEMICAL COMPANY,LIMITED is scheduled to cancel all treasury shares; final trading date for KOEI CHEMICAL COMPANY,LIMITED shares: 29 July 2026; delisting date: 30 July 2026 (both scheduled)
Reason
Development of the Sumitomo Chemical Group's businesses and expansion of its earnings, creation of anticipated synergies, enhancement of KOEI CHEMICAL COMPANY,LIMITED's corporate value, liquidity of Sumitomo Chemical shares, and ensuring fairness and appropriateness
Impact on Business Performance
No specific impact on earnings from this share exchange is disclosed. KOEI CHEMICAL COMPANY,LIMITED's financial statements for the fiscal year ended March 2026 recorded an impairment loss of ¥6,395,208 thousand and a net loss of ¥5,135,049 thousand.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which Sumitomo Chemical will become the wholly owning parent company and KOEI CHEMICAL COMPANY,LIMITED will become the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of Sumitomo Chemical and KOEI CHEMICAL COMPANY,LIMITED |
| Decision Date | 13 May 2026 (date of execution of the share exchange agreement and scheduled resolution date) |
| Implementation Date | 1 August 2026 (scheduled; effective date) |
| Period Covered | From 1 August 2026 onward (after the effective date) |
| Amount | Scheduled number of Sumitomo Chemical shares to be delivered: 10,603,734 shares; Sumitomo Chemical treasury shares to be used: 6,000,000 shares; KOEI CHEMICAL COMPANY,LIMITED dividend cap: ¥50 per share; Sumitomo Chemical dividend cap: ¥7.5 per share |
| Quantity / scale | Share exchange ratio: 4.91 Sumitomo Chemical shares for each KOEI CHEMICAL COMPANY,LIMITED share; KOEI CHEMICAL COMPANY,LIMITED shares issued: 4,900,000; Sumitomo Chemical's holdings of KOEI CHEMICAL COMPANY,LIMITED shares: 2,731,400; KOEI CHEMICAL COMPANY,LIMITED treasury shares: 8,980; KOEI CHEMICAL COMPANY,LIMITED is scheduled to cancel all treasury shares; final trading date for KOEI CHEMICAL COMPANY,LIMITED shares: 29 July 2026; delisting date: 30 July 2026 (both scheduled) |
| Impact on Business Performance | No specific impact on earnings from this share exchange is disclosed. KOEI CHEMICAL COMPANY,LIMITED's financial statements for the fiscal year ended March 2026 recorded an impairment loss of ¥6,395,208 thousand and a net loss of ¥5,135,049 thousand. |
| Reason | Development of the Sumitomo Chemical Group's businesses and expansion of its earnings, creation of anticipated synergies, enhancement of KOEI CHEMICAL COMPANY,LIMITED's corporate value, liquidity of Sumitomo Chemical shares, and ensuring fairness and appropriateness |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, Article 783, paragraph 1, Article 785, paragraph 1, Article 796, paragraphs 2 and 3, Article 799, paragraph 1, and Article 234 of the Companies Act; Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | 7 March 2025: “Medium-Term Management Plan for FY2025–FY2027: ‘Challenge toward Transformation’ KX2027”; 31 March 2026: “Notice Regarding the Recognition of an Impairment Loss and Revisions to the Earnings Forecast for the Fiscal Year Ending March 2026”; 21 April 2026: “Notice Regarding Revisions to the Earnings Forecast for the Fiscal Year Ending March 2026” |
| Future plans | KOEI CHEMICAL COMPANY,LIMITED's annual general meeting of shareholders is scheduled for 25 June 2026. The final trading date for KOEI CHEMICAL COMPANY,LIMITED shares is 29 July 2026, the delisting date is 30 July 2026, and the effective date of the share exchange is 1 August 2026 (all scheduled). Approvals and other procedures from the relevant authorities will be obtained as necessary. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To create synergies aimed at developing and expanding the earnings of the Sumitomo Chemical Group, enhance the corporate value of KOEI CHEMICAL COMPANY,LIMITED, deliver highly liquid Sumitomo Chemical shares to minority shareholders, and ensure fairness and appropriateness.
How to read this page
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