TOKYO, Sept 24, 2020 - (JCN Newswire) - Showa Denko (SDK; TSE:4004) decided at its Board of Directors meeting held today that its consolidated subsidiary Showa Denko Carbon Holding GmbH (SDCH) will merge with its consolidated subsidiary Showa Denko Europe GmbH (SDE), and that the surviving company SDCH will change its company name into Showa Denko Europe GmbH (new SDE) effective as of January 1, 2021.
Since this is a case of merger between SDK's wholly owned subsidiaries, part of the details are not disclosed in the following announcement.
1. Purpose of merger and change of company name
SDE provides business support services such as import/export management, chemical substance management, and marketing function to subsidiaries of SDK in Europe. SDCH operates its Graphite Electrode business subsidiaries as a management company in Europe.
This time, SDK decided to merge these two companies for the purpose of expanding its business operation in Europe further by fusing SDCH's business management function and SDE's business support function into one.
With regard to formalities of this merger, SDCH will merge with SDE and become the surviving company. However, in order to clarify its business management function in Europe, SDCH will change its company name into "Showa Denko Europe GmbH" at the same date of the merger.
2. Outline of merger
(1) ScheduleResolution at the Board of Directors meeting: September 24, 2020Effective date of merger: January 1, 2021 (plan)
(2) Form of mergerSDCH will merge with SDE and become the surviving company, and SDE will be dissolved at the effective date. SDCH will change its company name into "Showa Denko Europe GmbH" at the same date.
(3) Allotment of stocks related to mergerSince this is a case of merger between wholly owned subsidiaries, there will be no new stock issue, no increase in capital, nor payment of grant money due to merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights related to mergerThere will be no applicable matters.
3. Profile of the two companies to merge
Company name: Showa Denko Carbon Holding GmbH (Surviving Company)Head office: Werner-von-Siemens-Str.18, 86405 Meitingen, GermanyPresident: Masami Tobito, Stephan BeckerScope of business: Holding company that owns companies producing and selling graphite electrodesCapital: 25,000 EUR (3,071,000 JPY)* Establishment: February 10, 2016Accounting term: Ending December 31Major shareholders: Showa Denko: 100%*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).
Company name: Showa Denko Europe GmbH (To be dissolved)Head office: Konrad-Zuse-Platz 3, 81829 Munich, GermanyPresident: Takashi KotsukaScope of business: Sales base of Showa Denko Group's businesses in Europe, Turkey, Russia, Middle East and Africa, providing liaison services including market research and marketingCapital: 205,000 EUR (25,182,200 JPY)*Establishment: January 1, 2002Accounting term: Ending December 31Major shareholders: Showa Denko: 100%*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).
4. After the merger
SDCH, the surviving company of the merger, will change its company name and scope of business as following at the same date of the effective date of merger. Although the head office will be located in Wiesbaden, the office in Munich will be retained as a sales office of SDE.
Company Name: Showa Denko Europe GmbHHead office: Abraham-Lincoln-Str. 44, 65189 Wiesbaden, GermanyPresident: Takashi KotsukaScope of business: Sales base of Showa Denko Group's businesses in Europe, Turkey, Russia, Middle East and Africa, providing liaison services including market research and marketing. Holding company that owns companies producing and selling graphite electrodes.Capital: 25,000 EUR (3,071,000 JPY)*Major shareholders: Showa Denko: 100%*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).
5. Future prospect
Since this is a case of merger between wholly owned subsidiaries, SDK's consolidated performance will not be affected materially by the merger.
Press release (PDF): www.sdk.co.jp/assets/files/english/news/2020/20200924_sdknewsrelease_e.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/.
Source: Showa Denko K.K.
Contact:
Showa Denko K.K., CSR & Corporate Communication Office, CSR & General Affairs Department, Tel: 81-3-5470-3235
Copyright 2020 JCN Newswire . All rights reserved.
