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M&A and Subsidiary Changes4183Mitsui Chemicals,Inc.Materials and Chemicals

(Update on Disclosed Matter) Notice Concerning the Establishment of a New Company in Connection with the Acquisition of U.S.-Based Ultradent

In preparation for the acquisition of Ultradent, MCA, a wholly owned subsidiary of the Company, will establish a company in the United States to oversee the oral care business. The establishment date has been brought forward from September 2026 to 24 July 2026, and the new company is expected to become a specified subsidiary of the Company.

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54Recurring
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This transaction

Establishment of holding company
CounterpartyMitsui Chemicals America, Inc.
Disclosing companyMitsui Chemicals,Inc.
MC Dental Holdings America, Inc. (MCDHA)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.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

The company is expected to serve as the global headquarters for the Group's oral care business, oversee that business and optimize its operating structure.

Location South Jordan, Utah, United StatesShare capital US$900 million (予定)Date of incorporation 24 July 2026 (scheduled)
Impact on Business Performance

The impact of the establishment of MCDHA on the Company's results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionAn employee of the Company is expected to serve concurrently as the representative. PMI will be pursued with MCDHA at the center.
This transaction
ItemDetails
Transaction nameEstablishment of holding company
Counterparty nameMitsui Chemicals America, Inc.
Name of the Subject CompanyMC Dental Holdings America, Inc. (MCDHA)
Business Description of the Subject CompanyThe company is expected to serve as the global headquarters for the Group's oral care business, oversee that business and optimize its operating structure.
Location of the Subject CompanySouth Jordan, Utah, United States
Capital Stock of the Subject CompanyUS$900 million (予定)
Date of Establishment of the Subject Company24 July 2026 (scheduled)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of the establishment of MCDHA on the Company's results is expected to be immaterial.
Date of board resolution14 July 2026
Execution Date / Effective Date24 July 2026 (scheduled)
Management structure after acquisitionAn employee of the Company is expected to serve concurrently as the representative. PMI will be pursued with MCDHA at the center.
Items this document does not state (20)
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)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

In connection with the acquisition of Ultradent, the global headquarters functions for the oral care business will be transferred from Japan to the United States to optimize the business operating structure. Following completion of the acquisition, post-merger integration (PMI) will be pursued with the new company at the center to maximize synergies across the Group.

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(Update on Disclosed Matter) Notice Concerning the Establishment of a New Company in Connection with the Acquisition of U.S.-Based Ultradent | Mitsui Chemicals,Inc. (4183) timely disclosure | Komori