Toyo Tires to Divest Rigid Polyurethane Foam Business- Absorption-Type Company Split and Transfer of Subsidiaries’ Stock Hyogo, Japan – July 28, 2017 – Toyo Tire & Rubber Co., Ltd. (President & CEO: Takashi Shimizu, hereinafter“TTR”) has announced that, at the meeting of the Board of Directors held today, it was resolved to divest its Rigid
Polyurethane Foam Business (hereinafter the “Divested Business”) (including real estate, facilities, intellectual
property rights, and other assets owned by TTR in relation to the Divested Business).
To facilitate this, TTR’s subsidiary, Soflan Wiz Co., Ltd. (hereinafter “Soflan Wiz” or the “Succeeding Company”),
will succeed to the assets of the Divested Business owned by TTR by way of an Absorption-Type Company Split(hereinafter the “Company Split”), effective December 27, 2017 (planned date). All outstanding shares of theSucceeding Company will be transferred to SEKISUI CHEMICAL CO., LTD. (hereinafter “SEKISUI CHEMICAL”),
effective the same day (hereinafter the “Share Transfer”).
Because the Company Split is a simplified summary absorption-type company split with a wholly owned
subsidiary, a simplified disclosure statement is provided below.
1.

Purposes of the Company Split and Share Transfer

To ensure that each of its businesses fulfills customer requirements, TTR devised guidelines for analyzing its
individual businesses. TTR then evaluated and reassessed each business from various perspectives, including
market growth potential and business continuity, and determined the best course of action to enhance the valueof each business.
Under Soflan Wiz, the Divested Business has enjoyed an excellent reputation for technological prowess andstable demand, building a high degree of recognition and solid foundation over many years. It has maintained aleading role in the rigid polyurethane market in Japan and has also exported its products overseas.
In evaluating and reassessing the Divested Business, TTR has, in light of the current competitive environment
facing the Toyo Tires Group, confirmed the need to realize further development of the business and to enhance
its corporate value, and has considered methods by which to achieve these goals.
TTR has now concluded that it would be best for the Divested Business to pursue future opportunities under
the ownership of an organization that possesses a profound knowledge of the business segment, and has thenecessary infrastructure to promote the business.
TTR will hereafter focus its management resources on its “mobility-enabled” businesses (i.e., automotive tiresand parts) in order to maintain and strengthen the momentum of those operations, and thereby further enhance
its corporate value.
2.

Overview of the Company Split(1) Summary of the Company Split①

Schedule of the Company Split
Date of board meeting resolution

July 28, 2017

Date of signing of Company Split

In 2017 (planned)Effective date of Company Split

December 27, 2017 (subject to change)

In accordance with the provisions on simplified absorption-type company splits under Paragraph 2 ofArticle 784 of the Companies Act of Japan and on summary absorption-type company splits set forth inParagraph 1 of Article 796 of that Act, respectively, neither TTR nor the Succeeding Company will convenea shareholders’ meeting to consider the Company Split.
②Method of the Company Split1

An absorption-type method (simplified summary absorption-type company split) will be used, in which TTR
is the splitting company, and Soflan Wiz is the Succeeding Company.
③Consideration for the Company Split

Because the Company Split will occur between TTR and a wholly owned subsidiary, the Succeeding
Company will not provide any consideration, including allocation of shares, cash payments or asset
transfers.
④

Treatment of share options and bonds with share options associated with the Company Split

Not applicable.
⑤

Change in stated capital associated with the Company Split

There will be no increase or decrease of the stated capital of TTR as a result of the Company Split.
⑥Rights and obligations to be transferred to the Succeeding Company

As of the effective date of the Company Split, the Succeeding Company will succeed to the rights andobligations, including real estate, facilities, intellectual property rights, and other assets of TTR in relation
to the Rigid Polyurethane Foam Business, all as set forth in that separate Company Split agreement.
⑦

Outlook on performance of debt obligations

TTR does not expect the Succeeding Company to have any material issues in meeting its debt obligations
after the effective date of the Company Split.
(2) Overview of Companies Associated with the Company SplitSplitting Company (TTR)(1)

Corporatename(2)(3)

Headquarters
Representative

Succeeding Company

Toyo Tire & Rubber Co., Ltd.

Soflan Wiz Co., Ltd.

2-2-13, Fujinoki, Itami City, HyogoDojima Plaza Bldg., 11F, 1-5-30,Prefecture, JapanDojima, Kita-ku, Osaka, Japan

Takashi Shimizu, Representative
Director and President

Masaki Fukumoto, President(4)

polyurethane component liquids

Tire Business Segment
Tires for passenger vehicles,

Production and sale oftrucks/buses, construction vehicles,

insulating panels for agriculture

and industrial vehicles, and related

and livestock applications
products
Business lines

Production and sale of rigid

Production, processing, andDiverTech business Segment

sale of synthetic resin andAutomotive parts, components forchemical products

railway cars, heat-insulating /Design, installation,waterproofing materials,management, andindustrial/construction materials, andsubcontracting services inother materials

relation to civil engineering andconstruction projects(5)

Stated capital

(6)

Date
established30,484 million yen

320 million yen

August 1, 1945

October 1, 2008

2

(7)

Number ofoutstanding

127,179,073 shares6,400 shares

December 31

December 31shares(8)

Fiscal yearend

Bridgestone Corporation

(9)

7.86%
Japan Trustee Services Bank, Ltd.
(Trust Account)
4.64%
The Master Trust Bank of Japan, Ltd.
(Trust Account)
4.45%
CBNY－ORBIS SICAV
Major
shareholders
andshareholding
ratio

4.04%
Toyota Motor Corporation
3.75%

Toyo Tire & Rubber Co., Ltd. 100%

Mitsubishi Corporation
3.05%
The Bank of Tokyo-Mitsubishi UFJ,Ltd.
2.21%
JP Morgan Chase Bank 380084
1.89%
SAJAP
1.65%
State Street Bank and TrustCompany
1.56%(10) Financial conditions and business performance for the last fiscal year (ended December 2016)
Splitting Company (TTR)

Succeeding Company[Consolidated][Non-consolidated]

Net assets

145,621 million yen

2,757 million yen

Total assets

491,088 million yen

7,303 million yen

1,114.82 yen

430,706 yen

Net sales

381,635 million yen

11,236 million yen

Operating income

49,315 million yen

1,527 million yen

Ordinary income

44,102 million yen

1,530 million yen-12,260 million yen

992 million yen-96.54 yen

154,926 yen

Net assets pershare

Net income
attributable toowners of theparent
Net income pershare3(3) Overview of the Business Unit to be Split①

Business operations of the business unit to be split

All assets that TTR owns in relation to the Rigid Polyurethane Foam Business (including research anddevelopment facilities)②

Operating results of the business unit to be split

The business unit to be split is engaged mainly in research and development for the Rigid Polyurethane
Foam Business, and therefore does not have financial operating results.
③

Assets and Liabilities of TTR to be split
Assets
Items

Liabilities
Book value

Items

Book value

Current assets- million yen

Current assets- million yen

Fixed assets

223 million yen

Fixed assets- million yen

Total

223 million yen

Total- million yen

Note: The assets and liabilities subject to the split are calculated based on TTR’s balance sheet as of December
31 2016. The actual amounts to be split will be determined after adjusting for any increase/decrease that may
occurr prior to the effective date of the Company Split.
④

Status after the Company Split

There will be no change in the corporate name, headquarters, representative name/title, business lines,
stated capital, or fiscal year-end of either TTR or the Succeeding Company.
(4) Financial Outlook
TTR does not expect the Company Split to have any material impact to TTR’s consolidated or nonconsolidated financial outlook.
3.

Overview of the Share Transfer(1) Overview of the Company to be Transferred
Please see 2.(2) above for details regarding Soflan Wiz Co., Ltd.
(2) Overview of the Transferee of the Share Transfer (current as of March 31, 2017)(1)

Corporate name

SEKISUI CHEMICAL CO., LTD.

(2)

Headquarters

2-4-4, Nishitemma, Kita-ku, Osaka City

(3)

RepresentativeTeiji Koge, President and Representative Director, Chief Executive Officer(4)Business lines

High-performance plastics businesses, urban infrastructure &environmental products business, housing business, and other businesses(5)Stated capital

100,002 million yen(6)Date establishedMarch 3, 1947

(7)

Consolidated netassets(8)

Consolidated totalassets(9)

Major shareholders
and shareholding ratio

570,549 million yen

943,640 million yen
Asahi Kasei Corporation

5.49%

Japan Trustee Services Bank, Ltd. (Trust Account)

4.38%

4(10)The Dai-ichi Life Insurance Company, Limited

3.85%

The Master Trust Bank of Japan, Ltd. (Trust Account)

3.60%

Sekisui House, Ltd.

2.35%

Tokio Marine & Nichido Fire Insurance Co., Ltd.

2.34%

JP Morgan Chase Bank 385164

1.76%Japan Trustee Services Bank, Ltd. (Trust Account 5)

1.71%

Employees Stock Ownership Plan

1.65%

State Street Bank and Trust Company 505225

1.50%

Relationships between the listed company (TTR) and the Transferee (SEKISUI CHEMICAL)
Capital relationship
Personnel relationship
Business relationship
Related parties
relationship

There is no capital relationship between TTR and the Transferee requiringdisclosure.
There is no personnel relationships between TTR and the Transferee
requiring disclosure.
There is no business relationships between TTR and the Transferee
requiring disclosure.
The Transferee does not fall within the category of parties related to TTR.

(3) Number of Shares Being Transferred and Status of Ownership Before and After the Transfer
Number of shares(1)

owned prior totransfer

(2)
(3)

Number of shares tobe transferred
Number of shares
owned after transfer

Common stock: 6,400 shares (number of voting rights: 6,400)
Ownership ratio of voting rights: 100.0%Common stock: 6,400 shares (number of voting rights: 6,400)
0 (number of voting rights: 0)

Due to the terms of a confidentiality agreement entered into between TTR and the Transferee, the transfer value
will not be disclosed.
(4) Timeline of the Share Transfer①

Board meeting for approval of Share Transfer

July 28, 2017②

Date of signing of share transfer agreement

July 28, 2017③

Date of share transfer

December 27, 2017 (subject to change)(5) Financial Outlook
TTR does not expect the Share Transfer to have any material impact on TTR’s financial outlook. TTR willpromptly publish in the future as necessary, any matters requiring disclosure.

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