December 21, 2023
Company name:
Representative:
Securities code:
Contact:

UBE Corporation
Masato Izumihara
President and Representative Director
4208 (shares listed on Prime Section of Tokyo
Stock Exchange and Fukuoka Stock Exchange)
Shingo Nakayama, General Manager,
Corporate Communication Department
Tel: +81-3-5419-6110

UBE Announces Absorption (Simplified Merger/Short-Form Merger) ofWholly-Owned Subsidiary API Corporation

UBE Corporation announced today that the company’s Board of Directors resolved to implement a merger byabsorption of its wholly-owned subsidiary, API Corporation (hereafter, “APIC”), which will take effect on December
1, 2024. Details of the merger are below.
Since the merger is a simplified and short-form merger between UBE and its wholly-owned subsidiary, some items
and details of the merger have not been disclosed.

1. Purpose of Merger
UBE’s pharmaceuticals business is comprised of a licensing business based on drug discovery research and a contractdevelopment and manufacturing organization (CDMO) business. The company positions the pharmaceutical businessas an important business that will play a role in UBE Group sustainable growth driven by specialty chemicals.
In order to establish a high-quality and stable supply system to strengthen its presence in the CDMO market, whichis expected to continue to grow, the company acquired all shares of APIC from Life Science Institute, Inc.
(Representative Director: Ryosuke Tanabe), a Mitsubishi Chemical Group Company, in December 2022. APIC is a
CDMO offering a wide range of services such as synthetic route design, commercial manufacturing research, pilot
manufacturing, and commercial production, by making full use of integrated processes that combine organic synthesis
technologies and biotechnologies it has cultivated over many years. APIC is also engaged in the business of proposing,
manufacturing, and marketing active pharmaceutical ingredients (APIs) and intermediates using processes developed
based on its own proprietary technologies.
UBE has actively worked on integrating operations with APIC. To further promote the sharing of the proprietaryhigh-level manufacturing and quality control technologies of both companies, accelerate the development of newtechnologies, expand supply chain networks, and leverage the existing bases of both companies, UBE has determined
it would be desirable to implement a merger by absorption of APIC.

12. Summary of Merger(1) Schedule of Merger
Date of resolution by Board of Directors
December 21, 2023
Date of signing merger agreement
December 21, 2023
Effective date of the merger
December 1, 2024 (may be subject to change)
Note: For UBE, the merger is a simplified merger as prescribed in Article 796, paragraph (2) of Japan’s Companies
Act. For APIC, it is a short-form merger as prescribed in Article 784, paragraph (1) of the Companies Act. As such,the merger will be implemented without the approval of the respective general shareholders meetings.

(2) Method of Merger
Absorption-type merger with UBE being the surviving company. APIC will be dissolved as of the effective date ofthe merger.

(3) Shares Related to Merger
As an absorption-type merger between UBE and its wholly-owned subsidiary, no shares or money will be issued fromthe merger.

(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights as a Result of Merger
Not applicable.

3. Summary of the Companies Involved in the Merger
(1)
(2)

Name
Location(3)

Representative(4)

Business
Description

(5)
(6)

CapitalDate of
Establishment
Shares Issued
Fiscal Year-End(7)(8)

Surviving Company
UBE Corporation
1978-96 Kogushi, Ube, Yamaguchi
Prefecture
President and Representative Director
Masato Izumihara
Business related to chemicals andmachinery, etc.
58,435 million yen

Absorbed Company
API Corporation
955, Oaza-Koiwai, Yoshitomi-machi,
Chikujo-gun, Fukuoka Prefecture
President & CEO, Representative Director
Hideki Kitadai
Manufacturing and sales of active
pharmaceutical ingredients, intermediates,and fine chemicals
4,000 million yen

March 10, 1942

October 1, 2002

106,200,107March 315,488
March 312

Surviving Company
Absorbed Company
The Master Trust Bank of Japan, Ltd.
UBE Corporation 100.0%(Trust Account)
17.56%
Custody Bank of Japan, Ltd.
(Trust Account)
6.95%
Sumitomo Life Insurance
Company
2.06%
BNYM AS AGT/CLTS
10 PERCENT
1.73%
Nippon Life Insurance Company 1.65%
DFA International Small Cap
Value Portfolio
1.64%
Yamaguchi Bank, Ltd.
1.60%
JP Morgan Chase Bank 385781
1.36%
The Norinchukin Bank
1.27%
State Street Bank West Client
Treaty 505234
1.22%
(10)
Consolidated Earnings and Financial Data for the Previous Fiscal Year (Million yen unless otherwise stated)
Fiscal Year-End
Fiscal year ended March 2023
Fiscal year ended March 2023
(Consolidated)(Consolidated)
Net assets
381,631
6,211
Gross assets
732,681
21,029Net assets per share (yen)3,726.39
1,131,741.98
Net sales
494,738
18,556
Operating profit
16,2101,152
Ordinary profit(8,745)
1,547
Profit attributable to(7,034)
1,813
owners of parent
Net income per share (yen)(72.54)
330,357.14(9)

Shareholders(As of September
30, 2023)

4. Status after Merger
The company name, Head Office location, title and name of representative director, contents of business, capital, andfiscal year of UBE remain unchanged as a result of merger.

5. Future Outlook
As an absorption-type merger between UBE and its wholly-owned subsidiary, the merger will have a minimal impact
on UBE’s consolidated earnings.

(Reference)
Consolidated Earnings Forecast for the Fiscal Year Ending March 31, 2024 (Announced November 2, 2023)
and Consolidated Earnings for the Fiscal Year Ended March 31, 2023
(Million yen)
Consolidated
Consolidated
Consolidated
Profit attributable tonet sales
operating profit
ordinary profit
owners of parent
Fiscal Year Ending March 2024
484,000
17,00026,50021,500(Forecast)Fiscal Year Ended March 2023
494,738
16,210(8,745)(7,034)(Results)

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