Worth reading
77Important
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
4.91
Number of SUMITOMO CHEMICAL COMPANY,LIMITED shares to be delivered for each KOEI CHEMICAL COMPANY,LIMITED shareWording
Conditional
How definitive the wording is.Decision and Details
KOEI CHEMICAL COMPANY,LIMITED Board of Directors, KOEI CHEMICAL COMPANY,LIMITED shareholders meeting (scheduled), and SUMITOMO CHEMICAL COMPANY,LIMITED Board of DirectorsShare 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 (execution of the share exchange agreement and resolution by the KOEI CHEMICAL COMPANY,LIMITED Board of Directors)
Period CoveredFrom 1 August 2026 onward (from the effective date of the share exchange)
Implementation1 August 2026 (scheduled; effective date)
Going forwardThe articles of incorporation are scheduled to be amended at the 145th Annual General Meeting of Shareholders of SUMITOMO CHEMICAL COMPANY,LIMITED scheduled for 24 June 2026; the KOEI CHEMICAL COMPANY,LIMITED Annual General Meeting of Shareholders is scheduled for 25 June 2026; the final trading date for KOEI CHEMICAL COMPANY,LIMITED shares is scheduled for 29 July 2026; delisting is scheduled for 30 July 2026; and the share exchange is scheduled to become effective on 1 August 2026
Quantity / scaleShare exchange ratio: 4.91 SUMITOMO CHEMICAL COMPANY,LIMITED common shares for each KOEI CHEMICAL COMPANY,LIMITED common share; shares to be delivered: 10,603,734; 6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be used in part; KOEI CHEMICAL COMPANY,LIMITED shares issued: 4,900,000; treasury shares: 8,980; KOEI CHEMICAL COMPANY,LIMITED shares held by SUMITOMO CHEMICAL COMPANY,LIMITED: 2,731,400 (55.85%)
Reason
By delivering SUMITOMO CHEMICAL COMPANY,LIMITED shares to KOEI CHEMICAL COMPANY,LIMITED shareholders, trading opportunities as shareholders of a listed company will be maintained, and the shareholders are expected to benefit from synergies generated by the share exchange. To avoid conflicts of interest and ensure fairness, an independent third-party valuation institution, law firm and special committee were engaged.
| 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 | KOEI CHEMICAL COMPANY,LIMITED Board of Directors, KOEI CHEMICAL COMPANY,LIMITED shareholders meeting (scheduled), and SUMITOMO CHEMICAL COMPANY,LIMITED Board of Directors |
| Decision Date | 13 May 2026 (execution of the share exchange agreement and resolution by the KOEI CHEMICAL COMPANY,LIMITED Board of Directors) |
| Implementation Date | 1 August 2026 (scheduled; effective date) |
| Period Covered | From 1 August 2026 onward (from the effective date of the share exchange) |
| Quantity / scale | Share exchange ratio: 4.91 SUMITOMO CHEMICAL COMPANY,LIMITED common shares for each KOEI CHEMICAL COMPANY,LIMITED common share; shares to be delivered: 10,603,734; 6,000,000 treasury shares held by SUMITOMO CHEMICAL COMPANY,LIMITED will be used in part; KOEI CHEMICAL COMPANY,LIMITED shares issued: 4,900,000; treasury shares: 8,980; KOEI CHEMICAL COMPANY,LIMITED shares held by SUMITOMO CHEMICAL COMPANY,LIMITED: 2,731,400 (55.85%) |
| Reason | By delivering SUMITOMO CHEMICAL COMPANY,LIMITED shares to KOEI CHEMICAL COMPANY,LIMITED shareholders, trading opportunities as shareholders of a listed company will be maintained, and the shareholders are expected to benefit from synergies generated by the share exchange. To avoid conflicts of interest and ensure fairness, an independent third-party valuation institution, law firm and special committee were engaged. |
| Governing Rule | Article 782, paragraph 1; Article 783, paragraph 1; Article 785, paragraph 1; Article 789, paragraph 1; Article 796, paragraphs 2 and 3; Article 234; Article 194, paragraph 1; and Article 192, paragraph 1 of the Companies Act; Article 184 of the Ordinance for Enforcement of the Companies Act; Article 39 of the Ordinance on Company Accounting; Article 24, paragraph 1 of the Financial Instruments and Exchange Act; and the Tokyo Stock Exchange delisting criteria |
| Related previous disclosures | “Notice Regarding the Recognition of an Impairment Loss and Revisions to the Earnings Forecasts for the Fiscal Year Ending March 2026,” dated 31 March 2026; “Notice Regarding Revisions to the Earnings Forecasts for the Fiscal Year Ending March 2026,” dated 21 April 2026; “Medium-Term Management Plan: Fiscal Years 2025–2027, ‘Challenge to Transformation,’ KX2027,” dated 7 March 2025; and “Notice Regarding the Execution of a Share Exchange Agreement (Simplified Share Exchange) for SUMITOMO CHEMICAL COMPANY,LIMITED to Make KOEI CHEMICAL COMPANY,LIMITED a Wholly Owned Subsidiary,” announced on 13 May 2026 |
| Future plans | The articles of incorporation are scheduled to be amended at the 145th Annual General Meeting of Shareholders of SUMITOMO CHEMICAL COMPANY,LIMITED scheduled for 24 June 2026; the KOEI CHEMICAL COMPANY,LIMITED Annual General Meeting of Shareholders is scheduled for 25 June 2026; the final trading date for KOEI CHEMICAL COMPANY,LIMITED shares is scheduled for 29 July 2026; delisting is scheduled for 30 July 2026; and the share exchange is scheduled to become effective on 1 August 2026 |
Items this document does not state (2)
AmountImpact on Business Performance
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.SUMITOMO CHEMICAL COMPANY,LIMITED shares are listed on the Tokyo Stock Exchange Prime Market, ensuring continued trading opportunities after the share exchange, and KOEI CHEMICAL COMPANY,LIMITED shareholders are expected to benefit from synergies generated by the share exchange.
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