Information of Basic Agreement Conclusion concerning Integration of Chemical Business
Aug. 26, 2002
Company Name:Nichimen Corporation (Security Code 8004)
Representative:Toru Hambayashi, President
Media Contact:Yoshiki Furuya, Manager
Public Relations & Investor Relations Dept.
Nichimen Corporation (Nichimen) reached a basic agreement with Nissho Iwai Corporation (Nissho Iwai) today to transfer chemical businesses of those two companies to Global Chemical Holdings, Inc. (GCH), a joint holding company of Nichimen and Nissho Iwai in the chemical business field, by the end of September 2002.
1. Reason for Business Transfer
As already announced on March 25, 2002, Nichimen and Nissho Iwai agreed to establish GCH and transfer the ownership of Nichimen Chemicals Co., Ltd. and Nissho Iwai Chemical Corporation to GCH respectively, not only to integrate common chemicals businesses, but also to expand supply source.This time, the two companies decided to fully integrate their chemical businesses by transferring each chemical business to GCH to pursue more synergies and raise corporate value.Furthermore, the two companies will reorganize GCH and its subsidiaries by October 2003 to strengthen and expand the business base in the chemical business field through GCH
2. Contents of Business Transfer
(1) Business to be transferred by Nichimen
Basic chemicals business
Mainly, dealing in industrial salt and bentonite, organic chemicals, inorganic chemicals such as sodium cyanide.It has some affiliates such as manufacturing companies of squibs used for automobile safety equipments.
Mainly, dealing in raw materials for pharmaceuticals and cosmetics, food additives, ingredients of health supplements, minerals, graphites, chemicals such as plasticizers, raw materials and products of organic chemicals such as films, photo sensitive materials etc.
(2) About Global Chemical Holdings, Inc. (transferee)
|Company name||Global Chemical Holdings, Inc.|
|Representative||Atsumi Shirai, Chairman (the former Senior Managing Director of Nichimen)
Kosaku Nakatani, President (the former Senior Managing Director and present Adviser of Nissho Iwai)
|Location of headquarters||1-23, Shiba 4-Chome, Minato-ku, Tokyo|
|Date of incorporation||November 7, 1997|
|Paid-in capital||3 billion Yen|
|Additional paid-in capital||2.99 billion Yen|
|Ownership||Nichimen Corporation 50%, Nissho Iwai Corporation 50%|
3. Method of Business Transfer
After transferring the chemical businesses of Nichimen and Nissho Iwai to their subsidiaries respectively, those two companies will transfer all the shares of each subsidiary to GCH.The details including the transfer price will be informed as soon as they are decided
|August 26, 2002||Corporate resolution for conclusion of the basic agreement|
|September 1, 2002||Business Transfer of Nichimen's chemical businesses to its subsidiary (planned)|
|The end of September, 2002||Corporate resolution for conclusion of share transfer agreement (planned)
Transfer of all shares of the subsidiary to GCH (planned)
5. Outlook of performance
Outlook of Nichimen's business performance has been unchanged, because the transfer price is not fixed yet.
Outlook for current fiscal year ending March 31, 2003
|Year ending March 31, 2003|
|Net Sales||2,000 billion Yen|
|Operating income||28 billion Yen|
|Recurring profit||22 billion Yen|
|Net income||10 billion Yen|
|Year ending March 31, 2003|
|Net Sales||1,500 billion Yen|
|Operating income||11 billion Yen|
|Recurring profit||9 billion Yen|
|Net income||4 billion Yen|
The original and official version of this notice is written in Japanese.In case of any discrepancies between this notice and the original, the Japanese version shall govern.