Showa Denko to Consider Simplified Absorption-type Company Split

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.

3. Schedules

– 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.

5. Others

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/.

Showa Denko Announces 2022 First Quarter Financial Results

Showa Denko K.K. (SDK; TSE:4004) today announced its 2022 first quarter financial results.

– 2022 First Quarter Consolidated Financial Statements and summary
https://www.sdk.co.jp/assets/files/english/ir/library/fss2022-1q.pdf

The Company also issued the following supporting release:

– 2022 First Quarter Financial Results: Presentation Material
https://www.sdk.co.jp/assets/files/english/ir/library/pdf_presentation/results2022-1q.pdf

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/.

Showa Denko Decides to Raise Chloroprene Rubber Price

Showa Denko (SDK) (TOKYO: 4004) has decided to raise prices of its chloroprene rubber (a kind of synthetic resin marketed under trade name of Showa Denko Chloroprene) by JPY60/kg or more, which is equivalent to US$470/m.t or more for US-dollar-based transactions and EUR440/m.t. or more for euro-based transactions. The new prices will be effective from May 16, 2022 on shipping date basis.

Showa Denko Chloroprene has the advantage of being highly efficient at oil resistance, thermal resistance, weather resistance, and incombustibility. Showa Denko Chloroprene’s fluid latex products are used for various purposes including medical instruments, adhesives, and waterproofing agents, and its solid dry-tip products are used as parts for automobiles, civil engineering, construction, and other industrial use.

Business environment of Showa Denko Chloroprene remains severe due to a substantial rise in prices of raw materials and electricity charges caused by surging fuel prices. SDK has been making effort to reduce production costs of chloroprene through streamlining of production process. This time, however, we concluded that the Company is under the necessity to raise prices of chloroprene in order to ensure stable supply of our products, and decided to ask our customers to share in a rise in cost of chloroprene rubber. We appreciate our customers understanding on this matter in advance.

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/.

Showa Denko Launches Mass Production of 6-inch SiC Single Crystal Wafers

Showa Denko K.K. (SDK) (TOKYO: 4004) has launched mass production of silicon carbide single crystal wafers (SiC wafers) with a diameter of 6 inches (150 mm), which are used as materials for SiC epitaxial wafers*1 to be processed and installed into SiC-based power semiconductors (SiC power semiconductors).
SiC power semiconductor has excellent heat-resisting property and high withstanding voltage much better than those of conventional silicon-based power semiconductor, which is currently the mainstream of power semiconductors. SiC power semiconductor contributes to improvement in power module’s energy efficiency and downsizing. Therefore, the demand for SiC power semiconductors is increasing rapidly in various fields, especially those for use in xEVs, railcars, and industrial equipment.

As an independent supplier of SiC epitaxial wafers, SDK has the global-top share in the market, and has been providing power-device manufacturers with Best in Class SiC epitaxial wafers. Therefore, SDK’s SiC epitaxial wafers are highly acclaimed by power-device manufacturers in and outside Japan.

SDK has been considering in-house production of SiC wafers, which are used as main material for SiC epitaxial wafers, aiming to improve quality of our SiC epitaxial wafers and establish a stable supply system for them. From 2010 to 2015, SDK took part in “Novel Semiconductor Power Electronics Project Realizing Low Carbon Emission Society *2,” which was hosted and entrusted by the Ministry of Economy, Trade and Industry and New Energy and Industrial Technology Development Organization (NEDO), as a member of the “Research and Development Partnership for Future Power Electronics Technology*3.” Furthermore, in 2018, SDK took over SiC-wafer related assets of Nippon Steel & Sumitomo Metal Group (current Nippon Steel Group)*4, and has been developing technologies for mass production of SiC wafers since then.

This time, SDK decided to launch in-house mass production of 6-inch SiC wafers because plural customers have adopted SDK’s SiC epitaxial wafers made from our in-house produced 6-inch SiC wafers. On the other hand, SDK will continue purchasing SiC wafers from our partners in order to respond to rapidly growing demand for SiC epitaxial wafers for power semiconductors. Thus, SDK will diversify sources of SiC wafers, thereby establishing stable supply chain for SiC epitaxial wafers.

The Showa Denko Group aims to be a “Co-Creative Chemical Company” and contribute to the sustainable development of global society. Under this vision, SDK positions its operation to produce SiC epitaxial wafers, which contributes to efficient use of energy, as a next-generation business, and will allocate much of our business resources. The Group will continue contributing to the spread of SiC power semiconductors by maintaining “Best in Class” as its motto and continuing provision of high-performance and highly-reliable products.

*1. “SiC epitaxial wafer” is a material for semiconductor, made from SiC wafer by depositing thin layer of epitaxial SiC on the surface of the wafer.

*2. “Novel Semiconductor Power Electronics Project Realizing Low Carbon Emission Society” is a project aiming to establish technology for realization of stable supply of SiC wafers with large diameters. In 2010, this project was stared and entrusted by the Ministry of Economy, Trade and Industry, and, in 2011, the control of this project was transferred to New Energy and Industrial Technology Development Organization (NEDO).

*3. “Research and Development Partnership for Future Power Electronics Technology” is an association established as a joint organization of academy, industry, and government aiming to improve technical level concerning next-generation power electronics.

*4. For details of this, please refer to SDK’s news release, “Showa Denko Acquires Assets Concerning SiC for Power Devices from Nippon Steel & Sumitomo Metal Group,” which was announced on August 7, 2017.

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/.

For further information, contact:
Showa Denko K.K., Public Relations Group, Brand Communication Department, Tel: 81-3-5470-3235






Topic: Press release summary

Japan – Showa Denko Group Starts to Consider Transformation into Holding Company Structure

Showa Denko K.K. (SDK) (TOKYO: 4004) announces that it was resolved at the Board of Directors meeting held today that, regarding a plan for transformation from current company structure to holding company structure, the Company will start to consider the plan and prepare for execution of the plan. Execution of the plan is subject to adoption of relevant resolutions by shareholders at an extraordinary general meeting of shareholders, which is planned to be held in late September 2022, and is also subject to approval and authorization by the appropriate authorities. We will announce details of the plan as soon as they are decided.

1. Background and purpose of the consideration

As we stated in “Our Policy toward Realization of ‘Co-Creative Chemical Company’,” which was announced on February 14, 2022, the Showa Denko Group aims to change the Group into “Company that can compete on the world stage,” “Company that contributes to sustainable global society,” and “Company that develops talent that represents Japan’s manufacturing industry,” thereby making the Group “Global Top-Level Functional Chemical Manufacturer from Japan,” which is the ideal state of the Co-Creative Chemical Company.

Into the Purpose of the Showa Denko Group, which is “Change society through the power of chemistry,” we put our will to have global top-level competence as a chemical manufacturer, to think beyond the conventional boundaries of our individual business activities, and to co-create better society with stakeholders and communities who share a high aim and ideal with us. This is the essence of Co-Creative Chemical Company that we aim to be. Through realization of the Purpose, the Showa Denko Group will continue reforming itself, aiming to become the Global Top-Level Functional Chemical Manufacturer.

In the process to realize the ideal state, the Showa Denko Group will commit itself to realize scale and profitability of the Company which are prerequisites to become a company that can compete on the world stage, execute business portfolio management focusing on strategic allocation of management resources, while maintaining integrity, promoting innovations that bear competitive advantage, and executing personnel strategy focusing on human resource development based on Purpose and Four Values, which are the Showa Denko Group’s new Corporate Philosophy.

To become Global Top-Level Functional Chemical Manufacturer, which is our ideal state, and to maximize our corporate value, we will accelerate business portfolio management which enable us to solve global social issues and create sustainable corporate value. Aiming to establish organizational structure optimum for realization of the ideal state, we will consider specific procedures for transformation into a holding company structure.

If the Group transforms itself into a holding company structure, the holding company will specialize in formulating and executing group strategy and functioning as a company listed on the stock exchange. The holding company will cope with management issues quickly and flexibly, and realize appropriate allocation of management resources group-wide from bird’s-eye viewpoint, including formation of business alliance and M&A. The newly integrated company (a company involved in manufacturing) will focus on strengthening competitiveness of each business of the Company in order to realize synergy of integration of Showa Denko and Showa Denko Materials as soon as possible, and operate businesses in a quick and flexible manner corresponding to the surrounding environment, thereby enhancing corporate value of the entire Group.

2. Planned process for transformation into holding company structure

The planned process for transformation from current company structure to holding company structure is as follows. We will set the current Showa Denko K.K. as a company to be split, execute the company split, make Showa Denko Materials Co., Ltd. (SDMC), which is a wholly owned subsidiary of HC Holdings K.K. (HCHD), in which SDK holds 100% of voting rights, succeed all businesses currently operated by SDK, and merge HCHD into SDMC. Then we will set SDMC as a company to be split, execute the company split, and make SDK succeed a part of SDMC’s assets and liabilities. We will announce the detail of this process as soon as it is decided in the future.

3. Plan for the future

– End of June 2022: Record Date to fix shareholders who can execute voting rights at the extraordinary general meeting of shareholders concerning transformation into holding company structure
– August 2022: Board of Directors’ meeting concerning transformation into holding company structure
– September 2022: Extraordinary general meeting of shareholders concerning transformation into holding company structure
– January 2023: Transformation into a holding company structure

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/.

For further information, contact:
Showa Denko K.K., Public Relations Group, Brand Communication Department, Tel: 81-3-5470-3235





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