Worth reading
84Important
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
10603734
SUMITOMO CHEMICAL COMPANY,LIMITED shares (planned)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartySUMITOMO CHEMICAL COMPANY,LIMITED
Disclosing companyKOEI CHEMICAL COMPANY,LIMITED
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
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 (SUMITOMO CHEMICAL COMPANY,LIMITED shares)
Merger ratio/share exchange ratio1 : 4.91 (4.91 shares of SUMITOMO CHEMICAL COMPANY,LIMITED for each KOEI CHEMICAL COMPANY,LIMITED share; 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 arrangementsA portion of the 6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be allocated, and new common shares are scheduled to be issued
Impact on Business Performance
Currently under review. If the need to revise the earnings forecast arises or any matter requiring disclosure occurs, it will be disclosed promptly
Procedures and assumptions
Valuation methodologyNomura Securities: market share price average method, comparable company analysis, and DCF method. Daiwa Securities: market price method and DCF method
Independent valuation institutionNomura Securities Co., Ltd., Daiwa Securities Co., Ltd.
Special CommitteeEstablished. Comprising 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 by the annual general meeting of shareholders of KOEI CHEMICAL COMPANY,LIMITED scheduled for 25 June 2026. For SUMITOMO CHEMICAL COMPANY,LIMITED, shareholder approval is not required because the transaction is 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 of SUMITOMO CHEMICAL COMPANY,LIMITED will remain SUMITOMO CHEMICAL COMPANY,LIMITED, and its representative will be President and Representative Director Mito Nobuaki (水戸信彰). Specific employment terms and treatment: 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 (SUMITOMO CHEMICAL COMPANY,LIMITED shares) |
| Merger ratio/share exchange ratio | 1 : 4.91 (4.91 shares of SUMITOMO CHEMICAL COMPANY,LIMITED for each KOEI CHEMICAL COMPANY,LIMITED share; 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 | 10,603,734 SUMITOMO CHEMICAL COMPANY,LIMITED shares (planned). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 55.85% → after 100% |
| Funding arrangements | A portion of the 6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be allocated, and new common shares are scheduled to be issued |
| Impact on Business Performance | Currently under review. If the need to revise the earnings forecast arises or any matter requiring disclosure occurs, it will be disclosed promptly |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 1 August 2026 (予定) |
| Valuation methodology | Nomura Securities: market share price average method, comparable company analysis, and DCF method. Daiwa Securities: market price method and DCF method |
| Independent valuation institution | Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd. |
| Special Committee | Established. Comprising 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 by the annual general meeting of shareholders of KOEI CHEMICAL COMPANY,LIMITED scheduled for 25 June 2026. For SUMITOMO CHEMICAL COMPANY,LIMITED, shareholder approval is not required because the transaction is 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 of SUMITOMO CHEMICAL COMPANY,LIMITED will remain SUMITOMO CHEMICAL COMPANY,LIMITED, and its representative will be President and Representative Director Mito Nobuaki (水戸信彰). Specific employment terms and treatment: Not disclosed |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)
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 intend to combine their technological capabilities to develop new products and markets, expand SUMITOMO CHEMICAL COMPANY,LIMITED's advanced small-molecule CDMO business in Japan and overseas by leveraging KOEI CHEMICAL COMPANY,LIMITED's multi-plant operations, and accelerate decision-making and mutually utilize management resources through integrated operations. They also determined that the current consolidated parent-subsidiary relationship, while maintaining KOEI CHEMICAL COMPANY,LIMITED's listing, was insufficient and that more integrated group management was necessary.
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