For Immediate Release
February 6, 2018
Company Name:
Representative:

Securities Code:
Stock Exchange Listings:
Inquiries:

Sumitomo Chemical Co., Ltd.
Masakazu Tokura
President and Representative
Director4005
First Section of the Tokyo StockExchange
Hiroshi Ando
General Manager
Corporate Communications Dept.
(Tel: +81-3-5543-5102)

Sumitomo Chemical to Absorb its Wholly-owned Subsidiary
via Simplified Merger
Sumitomo Chemical announced that its Board of Directors has resolved today to absorb its
wholly-owned subsidiary CO2 M-Tech Co., Ltd. (“CO2 M-Tech”) via an absorption-type merger(“the Merger”), effective April 1, 2018.
Since the Merger is an absorption-type merger of a wholly-owned subsidiary, the disclosure
herein omits certain items and details.
1. Purpose of the Merger
Sumitomo Chemical positions the “Environment and Energy” area as one of the core domains inwhich the Company seeks to develop its next-generation businesses. CO2 M-Tech, a whollyowned subsidiary of Sumitomo Chemical, has been striving to develop CO2 separation
membranes geared to a variety of applications that will contribute to solving environmental
problems and enhancing energy usage efficiency. To accelerate the development of the nextgeneration businesses, Sumitomo Chemical has decided to merge with CO2 M-Tech.
2. Outline of the Merger(1) Schedule of the Merger
Approval of the Merger Agreement by February 6, 2018
Board of Directors
Execution of the Merger Agreement
February 6, 2018
Effective date of the Merger
April 1, 2018 (scheduled)* Pursuant to the provisions of Item 2, Article 796 of the Companies Act of Japan (provisions
on simplified absorption-type mergers) for Sumitomo Chemical and the provisions of Item 1,Article 784 of the same (provisions on short-form mergers) for CO2 M-Tech, the Merger will
be executed without obtaining approval at their General Shareholders Meetings.

(2) Method of the Merger
The Merger is an absorption-type merger whereby Sumitomo Chemical will be the surviving
company and CO2 M-Tech will be dissolved.
(3) Allocation of Shares and Other Assets
The merger will not result in any allocation of shares any delivery of money pertaining tothe merger.
(4) Treatment of Share Option and Corporate Bond with Share Option of the dissolving
company
Not applicable.
3. Outline of Parties to the Merger
Surviving company

Absorbed company

Company Name

Sumitomo Chemical Co., Ltd.

Address

2-27-1 Shinkawa, Chuo-ku, 2-27-1 Shinkawa, Chuo-ku, TokyoTokyo 104-8260, Japan104-8260, Japan

Representative

Masakazu Tokura
Kazuhiko Miyata
President and Representative President and Representative
Director
Director

Scope of businessPetrochemical(manufacture CO2 separation service
and sales of synthetic plastics, membrane filtrationetc.), Energy and Functional
Materials (manufacture andsales of synthetic rubber, etc.),
ITrelated
Chemicals(manufacture and sales ofoptical products), Health andCrop Sciences (manufactureand sales of agriculturalchemicals),
Pharmaceuticals(manufacture and sales ofethical drugs)

Capital

JPY 89,699 million

JPY 490 million

Date Established

June 1, 1925

June 3, 2013

Number of shares issued

1,655,446,177

24,000Fiscal year end

March 31

March 31

Major shareholders
ratio of shares held

CO2 M-Tech Co., Ltd.

byand The Master Trust Bank of Sumitomo Chemical Co., Ltd:
Japan, Ltd (Trust Account): 100.00%
6.61%

(as of September 30, 2017)

Japan Trustee Services Bank,Ltd (Trust Account): 6.01%
SumitomoLife
Company: 4.29%

InsuranceNippon
Life
Company: 2.48%

Insurance

Japan Trustee Services Bank,Ltd (Trust Account 4): 1.96%
Financial position and operating results
Fiscal Year End

March 31, 2017
(Consolidated)

Yen in millions, unless otherwise noted
March 31, 2017
(Non-Consolidated)

Total assets

2,862,052

752

Net assets

1,162,526(937)

501.98(39,029.53)

1,954, 283－

Operating income or loss

134,336(844)

Ordinary income or loss

166, 632(841)

85,482(842)

52. 31(35,068.79)

Net assets per share (yen)Net sales

Netincomeorloss
attributable to owners ofparent
Net income or loss per share(yen)
4. Status After Merger Completion

There will be no change in Sumitomo Chemical’s trading name, registered locations, name andtitle of company representatives, business lines, paid-in capital, or fiscal year end.
5. Financial Outlook
Since the Merger is a merger with its wholly-owned subsidiary, an impact on Sumitomo
Chemical’s consolidated financial results will be negligibly small.