Sojitz Corporation


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.

Chemicals business
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

4. Schedule

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.

(For reference)
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
Dividends Undecided


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.

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