Absorption-type merger of consolidated subsidiaries of Asahi Kasei Corporation
OREANDA-NEWS. The Board of Directors of Asahi Kasei Corporation (Asahi Kasei) has today approved a transformation of the corporate configuration in which Asahi Kasei, currently a holding company, is to become an operating holding company through the absorption of three of its core operating companies, Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials, on April 1, 2016. Since this is scheduled to be a short-form absorption-type merger through the absorption of consolidated subsidiaries, some items and details have been partially abridged in the disclosure.
Objectives of the transformation
Under our new strategic management initiative which will begin in fiscal 2016, the Asahi Kasei Group’s current four business sectors will be changed to the three business sectors of Materials (currently Chemicals & Fibers and Electronics), Homes (currently Homes & Construction Materials), and Health Care, in order to pursue further growth by improving portfolio management through the optimum allocation of management resources while creating synergy among different business sectors. In accordance with the change in the corporate configuration, Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials will be absorbed into Asahi Kasei, forming the Materials business sector. This change will help us to enhance our corporate value by enabling greater efficiency and more powerful combinations among different business sectors.
A certain period of time is provided between the Board of Directors meeting held today, the Board of Directors meeting scheduled for approval of the Merger Agreement, and the Date of Merger, in order to enable corporate organizations and systems to be reconfigured.
|Board of Directors approval of the transformation of the corporate configuration||March 3, 2015|
|Board of Directors approval of the Merger Agreement||October 8, 2015 (scheduled)|
|Date of Merger Agreement||October 8, 2015 (scheduled)|
|Date of Merger||April 1, 2016 (scheduled)|
Asahi Kasei will perform the merger under short-form merger procedures which do not require approval at a General Meeting of Shareholders, in accordance with the provisions of Paragraph 3 of Article 796 of the Companies Act. Asahi Kasei Chemicals, Asahi Kasei Fibers, and Asahi Kasei E-materials will perform the merger under short-form merger procedures which do not require approval at a General Meeting of Shareholders, in accordance with the provisions of Paragraph 1 of Article 784 of the Companies Act.