Worth reading
36Immaterial
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How definitive the wording is.This transaction
This separation into a separate company (company split, simplified absorption-type company split)Counterparty (target company)Node Chemical Co., Ltd.
Disclosing companyDenka Company Limited
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacturing and sales of styrene monomer, functional resins and sheet products
Location Chuo-ku, TokyoShare capital ¥10 millionDate of incorporation December 2026 (予定)
Impact on Business Performance
The impact on the consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionRequired legal and regulatory procedures, compliance with applicable laws and regulations, and obtaining permits and approvals for manufacturing facilities. For the Singapore business, procedures under Singapore laws and regulations will be required.
Management structure after acquisitionNode Chemical Co., Ltd. is scheduled to become a wholly owned subsidiary fully funded by Denka Company Limited. Its representative has not been determined. Officers and employees of the company are scheduled to serve as directors and audit & supervisory board members. Around April 2027, it is scheduled to undertake the sales operations, and around April 2028, it is scheduled to assume the manufacturing division at the Chiba Plant and the sales division. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This separation into a separate company (company split, simplified absorption-type company split) |
| Counterparty name | Node Chemical Co., Ltd. |
| Name of the Subject Company | Node Chemical Co., Ltd. |
| Business Description of the Subject Company | Manufacturing and sales of styrene monomer, functional resins and sheet products |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | December 2026 (予定) |
| Voting rights ownership percentage | After 100% (予定) (before not disclosed) |
| Impact on Business Performance | The impact on the consolidated results is expected to be immaterial. |
| Date of board resolution | 9 November 2026 |
| Contract Date | January 2028 (scheduled) |
| Execution Date / Effective Date | April 2028 (scheduled) |
| Conditions Precedent to Execution | Required legal and regulatory procedures, compliance with applicable laws and regulations, and obtaining permits and approvals for manufacturing facilities. For the Singapore business, procedures under Singapore laws and regulations will be required. |
| Management structure after acquisition | Node Chemical Co., Ltd. is scheduled to become a wholly owned subsidiary fully funded by Denka Company Limited. Its representative has not been determined. Officers and employees of the company are scheduled to serve as directors and audit & supervisory board members. Around April 2027, it is scheduled to undertake the sales operations, and around April 2028, it is scheduled to assume the manufacturing division at the Chiba Plant and the sales division. Employee treatment: not disclosed. |
Items this document does not state (18)
Net 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.The company determined that a two-stage separation was the best approach after considering the impact on customers, suppliers of raw materials and other items, and employees, as well as the need to address applicable laws and regulations and permits and approvals for manufacturing facilities. The objectives also include speeding up decision-making for the business, achieving autonomous management and strong governance to enhance competitiveness, capital efficiency and corporate value, and preserving future options such as capital partnerships, joint ventures, alliances and an IPO.
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