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M&A and Subsidiary Changes5019Idemitsu Kosan Co.,Ltd.Energy Resources

Integration of エス・ディー・エス バイオテック and アグロ カネショウ, with new company “Idemitsu Crop Arts Co., Ltd.” to be established in April 2027

SDS, part of the 出光興産 Group, and アグロ カネショウ will be integrated, and a new company will be established in April 2027. By combining the two companies’ research and development capabilities and manufacturing technologies with their ability to provide proposals and technical support in the field of agriculture, the new company will strengthen the agrilife business in Japan and overseas.

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This transaction

Integration of エス・ディー・エス バイオテック and アグロ カネショウ
Counterparty (target company)株式会社エス・ディー・エス バイオテック, アグロ カネショウ株式会社
Disclosing companyIdemitsu Kosan Co.,Ltd.
Subject of this transaction
Execution Date / Effective DateApril 2027 (establishment of the new company)
Target company

Manufacture, import and sale of agricultural chemicals, functional feed, industrial fungicides, disease-control chemicals and specialty chemicals, Manufacture, sale and import of agricultural chemicals, including soil disinfectants, pest-control agents, disease-control agents, herbicides, spreader-stickers and liquid fertilizers

Location Chiyoda-ku, Tokyo, Chiyoda-ku, Tokyo
Procedures and assumptions
Management structure after acquisitionThe new company will be named 出光クロップアーツ株式会社. Its head office will be located at 3 Kanda Neribeicho, Chiyoda-ku, Tokyo. Its business will comprise the manufacture, import and sale of agricultural chemicals, including soil disinfectants, pest-control agents, disease-control agents and herbicides, as well as functional feed, liquid fertilizers, industrial fungicides, disease-control chemicals and specialty chemicals. Capital will be ¥810 million. Treatment of the representative and employees: not disclosed
This transaction
ItemDetails
Transaction nameIntegration of エス・ディー・エス バイオテック and アグロ カネショウ
Counterparty name株式会社エス・ディー・エス バイオテック, アグロ カネショウ株式会社
Name of the Subject Company株式会社エス・ディー・エス バイオテック, アグロ カネショウ株式会社
Business Description of the Subject CompanyManufacture, import and sale of agricultural chemicals, functional feed, industrial fungicides, disease-control chemicals and specialty chemicals, Manufacture, sale and import of agricultural chemicals, including soil disinfectants, pest-control agents, disease-control agents, herbicides, spreader-stickers and liquid fertilizers
Location of the Subject CompanyChiyoda-ku, Tokyo, Chiyoda-ku, Tokyo
Execution Date / Effective DateApril 2027 (establishment of the new company)
Management structure after acquisitionThe new company will be named 出光クロップアーツ株式会社. Its head office will be located at 3 Kanda Neribeicho, Chiyoda-ku, Tokyo. Its business will comprise the manufacture, import and sale of agricultural chemicals, including soil disinfectants, pest-control agents, disease-control agents and herbicides, as well as functional feed, liquid fertilizers, industrial fungicides, disease-control chemicals and specialty chemicals. Capital will be ¥810 million. Treatment of the representative and employees: not disclosed
Items this document does not state (25)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract 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.

To combine SDS’s research and development capabilities and manufacturing technologies, centered on agricultural chemicals, with アグロ カネショウ’s field-based proposal capabilities and technical support capabilities, thereby establishing a business structure that contributes to resolving challenges in agriculture and improving productivity. The integration will also strengthen the structure of the agrilife business, which 出光興産 has identified as an important business area in its medium-term management plan.

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Integration of エス・ディー・エス バイオテック and アグロ カネショウ, with new company “Idemitsu Crop Arts Co., Ltd.” to be established in April 2027 | Idemitsu Kosan Co.,Ltd. (5019) timely disclosure | Komori