FOR IMMEDIATE RELEASE
June 12, 2024
Listed Company Name:

Zeon Corporation

Representative:

Tetsuya Toyoshima
President

Securities Code:4205

Stock Exchange Listings:

TSE Prime Market of theTokyo Stock

Inquiries:

Yoshiyuki Sone
Director &Managing Executive Officer
Phone +81-3-3216-2747

Announcement concerning dissolution of the S-SBR business joint venture (ZS Elastomers Co., Ltd.) with
Sumitomo Chemical Co., Ltd. and then making it become a wholly owned subsidiary of Zeon Corporation byabsorption-type merger
Zeon Corporation (ZEON) is pleased to announce today that it has decided to make ZS Elastomer Co., Ltd.
(ZSE) a wholly owned subsidiary on September 30 and merge on October 1, 2024.
Since this merger is a simplified merger and an abbreviated merger for 100% of the ZEON's subsidiaries,
some disclosure items and details have been omitted.
Description
1.

Outline of the dissolution of the joint venture(1) Purpose of the dissolution of the joint venture
ZEON aimed to integrate its S-SBR manufacturing functions with those of Sumitomo Chemical Co., Ltd.
(Sumitomo Chemical). However, due to changes in the business environment, both ZEON andSumitomo Chemical agreed to dissolve the joint venture that is ZSE and decided to operate the businessindependently.
(2) Schedule for the dissolution of the joint venture
・Decision to dissolve the joint venture: June 12, 2024
・Date of share transfer agreement: June 14, 2024 (planned)
・Dissolution of joint venture: September 30, 2024 (planned)(3) Subsidiary to dissolve the joint venture(a) Name:ZS Elastomer Co., Ltd.

(b) Location:

6-2 Marunouchi 1-chome, Chiyoda-ku, Tokyo(c) Representative:

Kei Itoh (President)(d) Business:sales and R&D of S-SBR(e) Capital:

450 million Japanese Yen(f) Date of establishment:

December 27, 2016(g) Commencement of business: April 1, 2017

(h) Fiscal year end:

March 31(i) Net assets:

1,496 million Japanese Yen (as of March 31, 2024)(j) Total assets:

12,399 million Japanese Yen (as of March 31, 2024)(k) Investment ratio:

ZEON

60%

Sumitomo Chemical

40%(4) Details of the dissolution of the joint venture
ZEON will purchase all of the shares (40% of the outstanding shares) of ZSE held from Sumitomo
Chemical. As a result, ZSE will become a wholly owned subsidiary of ZEON.
2.

Contents of the absorption type merger(1) Purpose of absorption type merger
ZEON have decided to merge ZSE in order to concentrate its management resources and realize efficiency
by consolidating customer services contact point.
(2) Schedule of the merger
For the purpose of a simplified merger or ZSE as set forth in Article 796, Paragraph 2 of the Companies
Act, Since the merger falls under the summary merger stipulated in Article 784, Paragraph 1 of theCompanies Act,No general meeting of shareholders will be held to approve the merger agreement.
・Resolution of the Board of Directors of the Merger Agreement:

June 12, 2024

・Date of the merger agreement:

June 14, 2024 (planned)

・Scheduled date of merger (effective date)

October 1, 2024 (planned)(3) Merger method
ZSE will be dissolved as of the effective date by an absorption type merger in which ZEON is thesurviving company and ZSE is the absorbed company.
(4) Contents of the allotment pertaining to the merger
Because this merger is an absorption type merger with our wholly owned subsidiary,
There is no issue of new shares or allotment of money, etc. due to the merger.
(5) Treatment of Share Options and Bonds with Share Option of the Absorbed Company
No stock acquisition rights or convertible bonds with stock acquisition rights are issued.
3.

Outline of the joint venture and the merger company
Surviving company

Non-surviving company(1) NameZeon CorporationZS Elastomer Co., Ltd.

(2) Address

Chiyoda-ku, Tokyo

Chiyoda-ku, Tokyo(3) Job title/name of representative

President/Tetsuya Toyoshima

Kei Itoh/President(4) Description of Businesses

For synthetic rubber and otherFor synthetic rubber and otherchemical industrial products

chemical industrial products

Manufacturing, processing andResearch and trading

trading, etc.
(5) Common stock

24,211 million Japanese Yen

450 million Japanese Yen(As of the end of March 2024)(As of the end of March 2024)

(6) Date of Establishment

April 12, 1950

December 27, 2016(7) Share issued and outstanding

229,513,656 shares

6,000 shares(8) Fiscal year end

March 31

March 31(9) Major shareholders andThe Master Trust Bank of Japan,Zeon Corporation 60.00%

shareholding ratio

Ltd. Co., Ltd. (Trust account)

Sumitomo Chemical Co., Ltd.

11.11%

40.00%

Yokohama Rubber Co., Ltd.

*1

8.39%
SSBTC CLIENT OMNIBUS
ACCOUNT 8.26%
The Custody Bank of Japan, Ltd.
(Trust account) 6.74%(10) Business results and financial position for the immediately preceding fiscal year
Company nameZeon Corporation (consolidated)ZS Elastomer Co., Ltd. (nonconsolidated)Year ended March 31, 2024

Year ended March 31, 2024

Net assets

363,729 million Japanese Yen

1,496 million Japanese Yen

Total assets

532,254 million Japanese Yen

12,399 million Japanese Yen

Book value per share

1,714.88 Japanese Yen249,306.18 Japanese Yen

Net sales

382,279 million Japanese Yen

1,448 million Japanese Yen

Operating income

20,500 million Japanese Yen

411 million Japanese Yen

Ordinary income

26,906 million Japanese Yen

616 million Japanese Yen

Profit attributable to owners of parent

31,101 million Japanese Yen

442 million Japanese Yen

147.19 Japanese Yen

73,739.72 Japanese Yen

Net income
Net income per share※1 On September 30 (after thedissolution of the joint venture), ZEON
will become a wholly owned subsidiary.
4.

Situation after the merger
There is no change in our name, address, title and name of the representative, business details, capital andfiscal year after the merger.

5.

Future Outlook
The dissolution of the joint venture will not have a material impact on ZEON’s consolidated results ofoperations due to the conversion into a wholly owned subsidiary or merger.
END