JSR Corporation ("JSR"; head office: Chuo-ku, Tokyo, Japan; president: Yoshinori Yoshida) and Mitsubishi Chemical Corporation ("Mitsubishi Chemical"; head office: Minato-ku, Tokyo, Japan; president: Yoshimitsu Kobayashi) reached a basic agreement on November 25, 2008, to terminate their business tie-up regarding their joint venture, Techno Polymer Co., Ltd. ("Techno Polymer"; head office: Chuo-ku, Tokyo, Japan; president: Tomokazu Ito), which was jointly established by concluding a joint venture basic agreement on May 17, 1996. JSR will acquire all shares in Techno Polymer from Mitsubishi Chemical, and will make Techno Polymer a wholly owned subsidiary.
1. Reasons for terminating JV business tie-up
Since Techno Polymer was jointly established by JSR (60%) and Mitsubishi Chemical (40%) on July 1, 1996, it has globally developed its business, centering on ABS resins, by combining the strengths of the two companies in the fields of development, production, marketing and sales. Techno Polymer has promoted streamlining and laborsaving policies through plant integration in response to fiercer competition worldwide.
JSR is currently promoting its midterm business plan "JUMP2010." JSR is examining and executing its midterm management strategies with an eye to capitalizing on every possibility to improve its revenue in each business operation, and to maximize corporate value. In pursuit of swifter decision-making and the more effective utilization and optimization of management resources to heighten Techno Polymer's corporate value, JSR has judged that conducting Techno Polymer's business within the JSR Group portfolio is the most appropriate course of action.
For its part, Mitsubishi Chemical has accelerated concentrating investment in strategic business fields, and is pursuing a strategy of selecting and focusing on key businesses. As Mitsubishi Chemical's strategy corresponds with JSR's policy with regards to strengthening its ABS resin business, the two companies have agreed to terminate their joint venture contract amicably, and to make Techno Polymer a wholly owned subsidiary of JSR.
2. Schedule on Termination of JV Contract
The two companies will discuss specifics and transfer shares from Mitsubishi Chemical to JSR on March 31, 2009, thereby terminating the joint venture contract.
3. Overview of Techno Polymer Co., Ltd. (as of March 31, 2008)
| 1) Establishment: |
July 1, 1996 |
| 2) Head office: |
2-15-5 Shintomi, Chuo-ku, Tokyo, Japan |
| 3) Representative: |
Tomokazu Ito (senior officer, JSR) |
| 4) Capital: |
3.0 billion yen |
| 5) Controlling share: |
JSR 60%, Mitsubishi Chemical 40% |
| 6) Business fields: |
Development, manufacture, marketing and sales of styrene resins, centering on ABS resins |
| 7) End of fiscal year: |
March 31 |
| 8) Net sales: |
53.6 billion yen |
| 9) Number of Employees: |
256 |
4. Number of shares to be acquired and held before and after acquisition
| 1) No. of shares held before acquisition: |
36,000 shares
(Controlling share 60%) |
| 2) No. of shares to be acquired: |
24,000 shares |
| 3) No. of shares to be held after acquisition: |
60,000 shares
(Controlling share 100%)
|
5. Overview of company from which shares are to be acquired (as of March 31, 2008)
| 1) Company name: |
Mitsubishi Chemical Corporation |
| 2) Foundation: |
October 1, 1994 (Established on June 1, 1950) |
| 3) Head office: |
4-14-1 Shiba, Minato-ku, Tokyo, Japan |
| 4) Representative: |
Yoshimitsu Kobayashi |
| 5) Capital: |
50.0 billion yen |
| 6) Business fields: |
Manufacture, marketing, and sales of functional products, healthcare products, chemicals, etc. |
6. Impact on business results
As Techno Polymer is already a consolidated subsidiary of JSR, the termination of the business tie-up for the joint venture will not have any material impact on the consolidated business results of JSR.
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