News
Kuraray announces the decision, taken at a meeting of its Board of Directors held on August 1, 2007, to assume portions of the businesses that will be separated from its wholly owned consolidated subsidiaries Kuraray Saijo Co., Ltd. and Kuraray Tamashima Co., Ltd. as of October 1, 2007.
1. Reason for the Separation
Kuraray Saijo Co., Ltd. and Kuraray Tamashima Co., Ltd., which are manufacturing consignment subsidiaries located within Kuraray plants, carry out the manufacture of polyester fibers and textiles, nonwoven fabrics, film, plastic and other products. To enhance the productivity and strengthen the competitiveness of the Group as a whole, production of some of both companies' products will be transferred to Kuraray. Accordingly, certain businesses of both companies are to be separated and subsequently assumed by Kuraray.
2. Overview of Separation
(1) Schedule (In the event that procedures are simplified or abbreviated, such shall be noted):
| Board of Directors Meeting to approve the contract for the division of the business | August 1, 2007 |
|---|---|
| Conclude contract for the division of the business | August 1, 2007 |
| Period of separation (effective date) | October 1, 2007 |
In accordance with the provisions of Article 784-1 and Article 796-3 of the Corporation Law of Japan, Kuraray intends to divide the businesses of Kuraray Saijo Co., Ltd. and Kuraray Tamashima Co., Ltd. without obtaining the approval of the General Meeting of Shareholders of either company.
(2) Method of separation
As the successor company, Kuraray will separate and absorb parts of the businesses of Kuraray Saijo Co., Ltd. and Kuraray Tamashima Co., Ltd.
(3) Increase in share capital and other matters related to the separation
The separation of the companies' businesses does not entail a capital increase.
(4) Treatment of Kuraray new share issue subscription rights and debt related to new-share subscription rights
There are no changes in the treatment of new share subscription rights with regard to the spin-off. Kuraray will not issue corporate debt with regard to new share subscription rights.
(5) Kuraray's rights and obligations as the successor company
On the day the separation goes into effect, Kuraray shall assume the assets pertaining to the business, liabilities, rights and other obligations of the companies. The liabilities to be assumed shall be transferred on an exclusion of liability basis.
(6) Duties expected to be performed
Kuraray and the two companies from which businesses are being separated shall decide on the respective duties to be borne by them after the separation has been completed.
3. Overview of the Companies affected by the separation (as of March 31, 2007)
| Registered name | Kuraray Co., Ltd. | Kuraray Saijo Co., Ltd. | Kuraray Tamashima Co., Ltd. |
|---|---|---|---|
| Principal businesses | Manufacture and sale of chemicals and resins, fibers and textiles | Manufacture and sale of polyester fibers, textiles and resins | Manufacture and sale of polyester fibers, textiles and resins |
| Date established | June 24, 1926 | October 1, 2001 | March 20, 2003 |
| Location of head office | Sakazu 1621, Kurashiki City, Okayama Prefecture | 892 Tsuitachi, Saijo, Ehime Prefecture | Tamashimaotoshima 7471, Kurashiki City, Okayama Prefecture |
| Representative | Yasuaki Wakui, Representative Director and President | Masaruya Hashimoto, Representative Director and President | Katsuhiko Nishiguchi, Representative Director and President |
| Paid-in-capital | ¥88.95 billion | ¥10 million | ¥10 million |
| Shares issued | 382,863,603 | 200 | 200 |
| Net assets | ¥304.64 billion | ¥154 million | ¥51 million |
| Total assets | ¥398.34 billion | \3,610 million | \1,294 million |
| Financial year | March 31 | March 31 | March 31 |
| Employees | 2,613 | 310 | 122 |
| Major shareholders and their holdings |
| Kuraray Co., Ltd.100% | Kuraray Co., Ltd.100% |
4. Business Divisions being assumed
(1) Businesses to be assumed by Kuraray Co., Ltd.
- Kuraray Saijo Co., Ltd.
- Production and administrative operations regarding poval film, liquid crystalline polymer film, non-woven fabrics, PVA gel
- Kuraray Tamashima Co., Ltd.
- Production of poval film and administrative matters (For Reference)
Businesses continuing to operate after the separation:
- Kuraray Saijo Co., Ltd.
- Production of polyester filament, polyarylate fiber, heat-resistant polyamide resin
- Kuraray Tamashima Co., Ltd.
- Production of polyester staple fiber
(2) Type and amount of assets and liabilities to be assumed (as of March 31, 2007)
| Assets | Liabilities | ||
|---|---|---|---|
| Item | Book value | Item | Book value |
| Current assets | ¥1.16 billion | Current assets | ¥780 million |
| Fixed assets | ¥221 million | Fixed assets | ¥542 million |
| Total | ¥1.38 billion | Total | ¥1.32 billion |
| Assets | Liabilities | ||
|---|---|---|---|
| Item | Book value | Item | Book value |
| Current assets | ¥630 million | Current assets | ¥553 million |
| Fixed assets | ¥41 million | Fixed assets | ¥100 million |
| Total | ¥671 million | Total | ¥653 million |
5. Status of the successor company
| (1) Registered name | KURARAY CO., LTD. |
|---|---|
| (2) Content of Business | Production and sale of chemicals and resins, fibers and textiles and other materials. |
| (3) Registered Office | Sakazu 1621, Kurashiki City, Okayama Prefecture |
| (4) Representative Director and President | Yasuaki Wakui |
| (5) Paid-in-Capital | ¥88.95 billion |
| (6) Financial year | March 31 |
| (7) Effect on business performance | As the separation and assumption of the businesses is being conducted between Kuraray Co. Ltd. and its wholly owned subsidiaries, the Company expects no material effects on its consolidated or non-consolidated performance. |
