August 31, 2022
NEWS RELEASE
Company
nameRepresentative
Contact

Company
nameRepresentative
Contact

Company
nameRepresentative
Contact

Company
nameRepresentative
Contact

Company
nameRepresentative
Contact

Toyo Aluminium K.K.
Kaoru Kusumoto, President and CEO
Sasa, Higaki, Hamaguchi
Legal and Public Relations Team（TEL +81-6-6271-3186）
UACJ Foil Corporation
Akito Imaizumi, President
Tetsuzo Yamai
GM, Human Resources and General Affairs
Administration Division(TEL +81-3-6202-3800)
JIC Capital, Ltd.
Shogo Ikeuchi, President and CEO
Okumura, Nonomiya
Corporate Plannning, Communications Group(TEL +81-3-5532-7086)
UACJ Corporation
Miyuki Ishihara, Representative Director, President
Kozo Yamazaki, Director of General Affairs &Corporate Communication Dept.
(TEL +81-3-6202-3315)
Nippon Light Metal Holdings Co., Ltd.
Ichiro Okamoto, President and CEO
Chizu Ishikawa
PR and IR, Planning Office(TEL +81-3-6810-7160)

Notice concerning the conclusion of the Basic Integration Agreement for the merger of Toyo Aluminium K.K. and UACJ Foil
Corporation
Tokyo, August 31, 2022 – We hereby announce that Toyo Aluminium K.K. (“Toyo Aluminium”), UACJ Foil Corporation (“UACJFoil”) and JIC Capital, Ltd. (“JICC”) have agreed to a business merger of Toyo Aluminium and UACJ Foil (collectively “the Operatingcompanies”) on an equal footing, as of April 1, 2023 (scheduled), based on the resolutions of the Board of Directors Meetings of Toyo
Aluminium, UACJ Foil, and their respective parent companies, Nippon Light Metal Holdings Co., Ltd. (“Nippon Light Metal Holdings”)
and UACJ Corporation (“UACJ”) held today. In this merger, JICC will acquire 80% of the voting stock of the New Merged Company (tobe defined in 2. (2)-(a) later, same to apply hereinafter) and the remaining 20% of the voting stock to be acquired by UACJ (hereinafter,
the “Transaction”). In relation to this, the Basic Integration Agreement has been concluded.
The implementation of this Transaction is subject to necessary regulatory approvals and acquisition of licenses from relevant authorities
in Japan and foreign countries, such as the Fair Trade Commission.

11.

Company Overview(1) Toyo Aluminium
The management philosophy of Toyo Aluminium is “Create the future, I will create it” and, making the most of the excellent
properties of aluminum, it has developed various products ranging from those in the food and pharmaceutical packaging
material, automobile paint, and high-functional electric and electronic fields, to lithium-ion batteries (“LiB”) in theenvironmental response field. They are useful to society, industry, and everyday living.
Currently, in addition to the three major business groups (aluminum foil business, aluminum powder and paste business,and household product business), it is developing new businesses in material development under its Advanced Technology
Division and new business development under New Business Creation Dept. In this way, business is being conducted globallyin Europe, the Americas, China, and Asian countries under the “Toyal” brand.
(2) UACJ Foil
UACJ Foil was formed on January 1, 2014 as an operating company through the merger of Japan Foil Co., Ltd. and Sumikei
Aluminum Foil Co., Ltd., to undertake the foil business of the UACJ group (UACJ and its affiliated companies). Under the
UACJ group philosophy to “Contribute to society by using raw materials to manufacture products that enhance prosperity andsustainability,” it aims to support everyday life with foils and make a positive contribution to reducing environmental burden.
As a comprehensive foil manufacturer, it manufactures and sells a variety of metal foil products from aluminum foils forfoodstuff and pharmaceutical packaging, electrolytic capacitors, LiB foils, to architectural and houseware. In addition to thedomestic market, it is also active in Malaysia.
(3) JICCJICC is a fund management company established as a 100% subsidiary of Japan Investment Company (“JIC”). JIC aims tostimulate private sector investments by a supply of capital to support business growth and enhance competitiveness throughopen innovation, while fostering investment professionals to create a virtuous cycle of risk capital to support the next generationof Japanese industries. Through a supply of large-scale, long-term, and neutral capital, JICC, a 100% subsidiary of JIC, aims
to achieve both a financial return and policy objectives of promoting structural reform of industries; strengthening international
competitiveness of Japanese industries; creating new businesses and new industries to realize Society 5.0 such as digitaltransformation (DX); establishing next-generation social infrastructure; attacking social issues; stimulating private investments.
This is the first investment from “JIC PE Fund No. 1,” established and operated by JICC.
(4) UACJ
UACJ is a comprehensive aluminum manufacturer formed through the merger of Furukawa-Sky Aluminum Corp. and
Sumitomo Light Metal Industries, Ltd. on October 1, 2013. The group philosophy is to “Contribute to society by using raw
materials to manufacture products that enhance prosperity and sustainability” and its vision is “Aluminum lightens the world,”
through the research, development, manufacture, and sale of aluminum. In the aluminum rolled products business, it isdeveloping the business globally by organically utilizing the production capacity of approximately 1.3 million tons per year in
the 3 regions of Japan, Thailand and the United States in the flat rolled products business to supply a variety of products,
including can materials, automotive materials and foil materials.
(5) Nippon Light Metal Holdings
Nippon Light Metal Holdings was established on October 1, 2012 as a pure holding company to oversee the entire Nippon
Light Metal group. Under the corporate philosophy to contribute to improving people’s quality of life and environmental
protection by continuing to create business, focused on aluminum, the company promotes approaches aimed at the realizationof a sustainable society and corporate development. Backed by rich knowledge, know-how, and unique technical strength
nurtured over the ages to bring out the best of the material, the company provides a wide variety of products for various industries,
such as automobiles, electric and electronics, information and communications, the environment, safety and energy, architecture,and railways by pursuing the possibilities of aluminum.

2

2.

The Objectives of and Background to the Transation(1) The Objectives of and Background to the Transaction(Business environment surrounding the aluminum foil business)
The business environment surrounding the aluminum foil business has been experiencing a significant change in recent years.
In the 2000s, demand for aluminum foils from domestic manufacturers fell due to an increase in imports of price-competitive
overseas manufactured aluminum foils, resulting in a reorganization of domestic aluminum foil manufacturers. Imports ofoverseas manufactured aluminum foils further increased rapidly also after the 2010s, and the industry has been placed in adifficult situation. In recent years, there has been a move towards electric vehicles (“EV”) in the automotive industry, under theaccelerating shift towards the global realization of a decarbonized society and the tightening of the greenhouse gas reduction
target in Japan by FY2030. Against this backdrop, demand for high-functional, high-quality foils for LiB outer packaging andfoils for LiB collectors used in EV (“LiB foils”) is increasing rapidly, not only in Japan but globally, requiring an increase inproduction capacity to meet such demand.
(Significance and objectives)
As Japan’s aluminum foil manufacturers, the Operating companies will aim to provide a stable supply of aluminum foil
products demanded by the industries in Japan, including processed foils for food packaging materials, as much as possible, to
fulfil their supply responsibility.
Under the business environment described above, it is believed that through this Transaction, it will be possible to respond tostronger demand from on-board LiB manufacturers and affiliated manufacturers, by streamlining the manufacturing structureof the Operating companies while maintaining the supply of Japanese-made aluminum foils that have a higher performanceand higher quality than current in the short-term approach. Furthermore, JICC has been invited as a new shareholder in the New
Merged Company to realize such objectives, with a view to a future listing. And through the planning of a growth strategy andenhancing facilities, etc., that will withstand international competition in the medium term, the aim is to realize technicaldevelopment and manufacturing capacity. We believe that while maintaining the supply of general foils to a wide range ofcustomers in Japan, but also by securing a stable supply capacity matching the demand for further supply of LiB foils
accompanying the increase in EV, we will be able to support not only the LiB foil business, but the entire industry of Japan.
(Objectives)
Through this merger based on equal footing, in addition to the short-term and medium-term approaches mentioned above,
the New Merged Company will target a significant strengthening of its business foundation by creating synergy through (i)strengthening manufacturing technology and development capabilities by mutual utilization of technology, patents, etc., and (ii)reducing costs by integrating procurement costs, logistics costs and IT systems, etc.
In addition, UACJ, the parent company who currently holds 100% of the voting stocks of UACJ Foil, will continue todevelop and supply foil bases for raw materials, with the backing of its global supply systems and networks and the technicalstrength of UACJ group as a leading manufacturer of rolled aluminum, and will also support development of the New Merged
Company together with JICC as its shareholder.
In these ways, we will aim to further improve Japan quality to compete with price-competitive overseas manufactured foils
that have improved their quality and are increasing their global exports. Our aim is to establish a globally competitive aluminum
foil manufacturer, something that has been difficult to achieve alone, to further enhance the presence and corporate value ofJapan’s aluminum foil industry.
(2) Summary of the Transaction(a) The method of this Transaction
The Operating companies will execute this Transaction through an absorption-type of merger (“Merger”). The Merger
will be executed based on a spirit of equal footing; however, procedure-wise, Toyo Aluminium shall be a surviving
company and UACJ Foil shall be a disappearing company (Toyo Aluminium after the Merger shall be describedhereinafter as the “New Merged Company”). In addition, prior to the Merger, part of the Toyo Aluminium shares held by3

Nippon Light Metal Holdings shall be transferred to JICC. Toyo Aluminium shall then buy back all the shares held by
Nippon Light Metal Holdings, and UACJ Foil shall buy back part of the shares held by UACJ. Specifics of the Transaction
are summarized as follows:[Current state (as of August 31, 2022)]
NLM HD

JICC

100%

UACJ
100%

UACJ Foil

Toyo

The above diagram indicates the capital relationship among the parties as of August 31, 2022.

4

[First step (March 31, 2023 (scheduled))](ⅰ) share transfer
NLM HD

JICC

54%

46%

UACJ
100%

UACJ Foil

Toyo

As the first step, Nippon Light Metal Holdings will transfer part of the issued shares of Toyo Aluminium in its possession
to JICC ((i) in the above figure).

[Second step (March 31, 2023 (scheduled))]
NLM

JICC

54%→0%

46%→100%(ii)-A
Share buy-back

UACJ
100%
(ii)-B
Share buy-back

Toyo

UACJ Foil

For the second step, Toyo Aluminium and UACJ Foil will buy back their own shares respectively from Nippon Light
Metal Holdings and UACJ ((ii)-A and (ii)-B in the above figure).

[Third step (April 1, 2023 (scheduled))]
JICC

UACJ

100%

Toyo

100%

(iii) Merger by absorption

UACJ Foil

In the third step, there will be a merger by absorption with UACJ Foil being an disappearing company and Toyo
Aluminium being a surviving company ((iii) in the above figure).

5[After completion of the Transaction]
UACJ

JICC

20%

80%

New Merged Company

By taking the steps indicated above, JICC will acquire 80% of the issued shares of the New Merged Company, with theremaining 20% owned by UACJ.
(b)

3.

Schedule of the Transaction
Conclusion of the Basic Integration Agreement (Toyo Aluminium,
UACJ Foil, Nippon Light Metal Holdings, UACJ, JICC)
Execution of share transfer (Nippon Light Metal Holdings, JICC)
Share buy-back (Toyo Aluminium, Nippon Light Metal Holdings
and UACJ Foil, UACJ)
Effective Date of this Merger (Toyo Aluminium, UACJ Foil)

August 31, 2022 (today)
March 31, 2023 (scheduled)
March 31, 2023 (scheduled)
April 1, 2023 (scheduled)

Overview of the New Merged Company (As of March 31, 2022 except that Registered address of UACJ Foil Corporation is as ofAugust 31, 2022)(1) Overview of the concerned parties(1)
Company nameToyo Aluminium K.K.
UACJ Foil Corporation
3-6-8, Kyutaro-machi, Chuo-ku,
1-7-2 Otemachi, Chiyoda-ku, Tokyo,(2)
Registered address
Osaka-shi, Osaka, Japan
Japan
(3)
Representative
Kaoru Kusumoto, President and CEO
Akito Imaizumi, President
Manufacture, sales, etc., of various
Manufacture and sales of aluminum(4)
Description of businessaluminum products such as
foils and copper, tin, lead and otheraluminum foils, pastes, and powders
metal foils(5)
C a p i t a l
8,000 million yen
1,190 million yen(6)
E s tab li sh e d
May 12, 1999
November 17, 1933
Major shareholder andNippon Light(7)
100.0%
UACJ
100.0%
shareholding ratio
Metal Holdings(8)
Number of employees
2,586 (consolidated)
1,005 (group total)
(1)
(2)
(3)
(4)
(5)

Company nameRegistered address
Representative
Description of businessE s t a b l i s h e dMajor shareholder andshareholding ratio

JIC Capital, Ltd.
1-3-1 Toranomon, Minato-ku, Tokyo, Japan
Shogo Ikeuchi, President and CEO
Equity investment and consulting related to equity investment activities
September, 2020

(1)

Company name

UACJ Corporation(2)

Registered address

1-7-2 Otemachi, Chiyoda-ku, Tokyo,
Japan

(3)

Representative

Miyuki Ishihara,
Director, President(6)Japan Investment Corporation

Representative

6

100.0%
Nippon Light Metal Holdings Co.,Ltd.
Urbannet Uchisaiwaicho Building,
1-1-13 Shimbashi, Minato-ku,
Tokyo, Japan
Ichiro Okamoto, President and CEO(4)Description of business

(5)
(6)

C a p i t a l
E s tab li sh e d

(7)

(8)
(2)

Major shareholder andshareholding ratio

Number of employees

Manufacturing, marketing of rolled,
cast, and molded aluminum and its
alloy products as well as theirprocessed products
52,277 million yen
October 1, 2013
Furukawa ElectricCo., Ltd.
The Master Trust
Bank of Japan, Ltd.
(Trust account)
Nippon SteelCorporation
9,571 (consolidated)

Management of subsidiaries engaged
in the manufacturing and marketingof various aluminum and aluminum
processed products, and operations
ancillary or related to the above
46,525 million yen
October 1, 201224.96%The Master Trust
Bank of Japan, Ltd.
(Trust account)

19.24%

10.95%

Custody BankJapan, Ltd.

7.17%

7.76%

of

The Dai-ichi Life
Insurance Co., Ltd.
12,750 (consolidated)

3.23%

Overview of the New Merged Company(1)Company nameTo be determined(2)
Registered address
To be determined(3)
Representative
Kaoru Kusumoto, President and CEO (scheduled)
Manufacture and marketing of aluminum foils, and other rolled metal products,(4)
Description of businessaluminum powders and pastes, and products related to solar cell modules, etc.
(5)
C a p i t a l
To be determined
Major shareholder and
JICC
80.0%
(6)
shareholding ratio
UACJ
20.0%

7