Showa Denko (SDK) (Tokyo: 4004) decided at its Board of Directors’ meeting today to consider and prepare for a company split concerning its graphite electrode business.
Under the plan, Shinshu Showa K.K., a consolidated subsidiary of SDK located in Omachi City, Nagano Prefecture, will succeed to SDK’s graphite electrode business in or around January 2023. This company split will be subject to relevant authorities’ approval. Details will be announced later as soon as they are decided.
1. Background and objectives
SDK’s graphite electrode business is conducted through a virtual global-scale controlling organization as well as a regional control system involving North/South America, Europe/Middle East/Africa, and Asia. Each regional unit assumes responsibility for earnings. Furthermore, SDK is working to establish common ground for global operations.
Shinshu Showa is an important subsidiary playing a central role in our graphite electrode manufacturing. Through the company split and use of common ground for global operations, Shinshu Showa will serve as a globalized controlling company. This will enable us to increase the speed of decision-making, stabilize, optimize, and further strengthen our graphite electrode business.
2. Method of company split
SDK will be the Company Splitting, and Shinshu Showa will be the Company Succeeding, in the Absorption-type Split. This company split, to take place between SDK and its wholly-owned subsidiary, will fall into the category of Simplified Absorption-type Company Split prescribed in Article 784, paragraph (2), of the Companies Act. Thus, this company split will not be referred to SDK’s general meeting of shareholders. Details will be announced later as soon as they are decided.
– August 2022 (planned) Board of Directors’ resolution on the company split; conclusion of an Absorption-type Company Split Agreement
– January 2023 (planned) Implementation of the company split
4. Influence on business results
Since this company split will take place between SDK and its wholly-owned subsidiary, the influence on SDK’s consolidated business results will be minimal.
Details of this company split, situations after the split, and future prospect will be announced as soon as they are decided.
About Showa Denko K.K.
Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.