Decision and Details
According to the description by KYOCERA CORPORATION, the company entered into an absorption-type company split agreement on 31 July 2026 and decided to carry out the split. The acquisition, cancellation and dividend distribution of treasury shares were resolved at the Board of Directors meeting held on 30 April 2026, and the disposal of treasury shares was resolved at the Board of Directors meeting held on 25 June 2026.An absorption-type company split under which certain rights and obligations relating to the Chemical Business will be transferred to the successor company
It was determined that not delivering consideration for the company split is appropriate because the successor company is the splitting company's wholly owned subsidiary. Based on the assets and liabilities, earnings position and cash flow position of both companies, it was determined that they are expected to be able to perform their obligations.
No situation that would impede the performance of obligations by the splitting company or the successor company is currently expected after the company split. Impact on earnings forecasts: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | An absorption-type company split under which certain rights and obligations relating to the Chemical Business will be transferred to the successor company |
| Decision-Making Body | According to the description by KYOCERA CORPORATION, the company entered into an absorption-type company split agreement on 31 July 2026 and decided to carry out the split. The acquisition, cancellation and dividend distribution of treasury shares were resolved at the Board of Directors meeting held on 30 April 2026, and the disposal of treasury shares was resolved at the Board of Directors meeting held on 25 June 2026. |
| Decision Date | 31 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 30 October 2026 (effective date, scheduled) |
| Amount | Consideration for the company split: none. Balance sheet as of the date of incorporation of the successor company: total assets, ¥1; total liabilities and net assets, ¥1; capital, ¥1. Related disclosures include a maximum treasury share acquisition amount of ¥250 billion and a planned total sale amount of KDDI shares of ¥124,999,905,000. |
| Quantity / scale | Certain rights and obligations relating to the Chemical Business. Maximum treasury share acquisition: 156,544,000 shares; cancellation: 91,373,500 shares; planned tender of KDDI shares: 53,763,400 shares; and other items |
| Impact on Business Performance | No situation that would impede the performance of obligations by the splitting company or the successor company is currently expected after the company split. Impact on earnings forecasts: Not disclosed |
| Reason | It was determined that not delivering consideration for the company split is appropriate because the successor company is the splitting company's wholly owned subsidiary. Based on the assets and liabilities, earnings position and cash flow position of both companies, it was determined that they are expected to be able to perform their obligations. |
| Governing Rule | Companies Act, Article 782(1); Ordinance for Enforcement of the Companies Act, Article 183; Companies Act, Article 758(4) and (8); Companies Act, Article 787(3)(ii); Companies Act, Article 165(3); Companies Act, Article 156; Companies Act, Article 178 |
| Related previous disclosures | Resolution of the Board of Directors meeting held on 30 April 2026 (acquisition and cancellation of treasury shares, and dividend distribution). Resolution of the Board of Directors meeting held on 25 June 2026 (disposal of treasury shares as restricted stock compensation). Both are described as prior resolutions referenced in this document. |
| Future plans | The absorption-type company split is scheduled to take effect on 30 October 2026. |
Items this document does not state (1)
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.As the successor company will be the splitting company's wholly owned subsidiary as of the effective date, it has been determined that not delivering consideration for the company split is appropriate. In addition, no impediment to either company's performance of its obligations is expected after the effective date, and both companies are expected to be able to perform their obligations.