January 22, 2020
To whom it may concern:
Company name:Name ofrepresentative:
Contact person:

Taiyo Nippon Sanso Corporation
Yujiro Ichihara
Representative Director, President CEO(TSE Code: 4091, First Section of the TSE)
Takayoshi Umehara
General Manager
Corporate Communications
Phone: 03-5788-8015

Notice of Transition to a Holding Company Structure Through Company Split,
Incorporation of a Subsidiary (Company-Split Preparation Company), andPartial Amendment to the Articles of Incorporation (Tradename Change)
Taiyo Nippon Sanso Corporation (“TNSC”) has resolved at its board of directors meeting held today
to implement a transition to a holding company structure by way of a company split (absorption-typecompany split) tentatively effective on October 1, 2020, and to incorporate a company-split
preparation company to facilitate preparation of the process.
TNSC has also resolved to change its tradename to “Nippon Sanso Holdings Corporation” tentatively
effective on October 1, 2020, upon becoming a holding company by the transition to a holding
company structure.
The proposed transition to a holding company structure and partial amendment to the Articles ofIncorporation will be implemented, subject to the approval of the relevant agenda at TNSC’s ordinary
general meeting of shareholders scheduled for late June 2020, and obtaining authorization of thecompetent authorities, as necessary.
I.

Transition to a Holding Company Structure Through Company Split

1.

Background to, and objectives of, the transition to a holding company structure

TNSC has been solidly expanding its industrial gases business in Japan, the United States, andAsia/Oceania with the strategy to “promote globalization” under the current Ortus Stage 2 mediumterm management plan. With the addition of part of the European business of U.S. Praxair, Inc.
acquired in December 2018, TNSC group’s industrial gases business now operates under a four-hub
framework spanning Japan, the United States, Europe, and Asia/Oceania. In order to further advance
TNSC group in the rapidly-changing global political and economic environment, TNSC sees the needto break away from its conventional domestic business-centered management framework and establish
a competitive group operation framework as a global gas major. Accordingly, TNSC has decided to
implement a transition to a holding company structure, contemplating the following objectives.
For the post-transition structure (image), please see 6. below.

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(1)

Speedier decision-making through authority delegation, and appropriate management
resource allocation
TNSC will further the authority delegation to each region and expedite its decisionmaking in order to accurately respond to the market and customer changes in therespective regions. On the other hand, TNSC, as the holding company, will work todevise the entire group’s strategies (such as growth-oriented and appropriate
management resource allocation), ensure compliance and enhance its risk management
framework.

(2)

Greater clarity in business execution responsibilities and performance
TNSC will clarify the business execution responsibilities in each region with a fourhub business promotion framework spanning Japan, the United States, Europe, andAsia/Oceania. By changing the Japanese operation to a holding company structureand having the subsidiary succeeding to the domestic gases business specialize in thatbusiness, TNSC will work to achieve sustainable business growth, together with theother three hubs.

(3)

Enhance the group’s comprehensive capabilities by sharing regional strengths andadvantages
TNSC group has strengths in the business domains and technical fields in therespective regions. As the holding company, TNSC will further boost the group’scomprehensive capabilities by promoting the sharing of those regional strengths
globally.

2.

Method of transition

The transition to a holding company structure will be implemented by: incorporating a company-split
preparation company (which will be TNSC’s wholly-owned subsidiary) first and making TNSC acompany splitting in an absorption-type split; and then conducting an absorption-type company split
where the company-split preparation company succeeds to TNSC’s domestic industrial gas and related
device manufacturing and sales business as a succeeding company in the absorption-type split (the“Company Split”).
TNSC will become the holding company of each operating company, perform the group’s controlling
function, and maintain its listing as a holding company.
Shareholders will be requested to approve the specifics at the ordinary general meeting of shareholders
in late June 2020.
3.
(1)
(2)
(3)
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Overview of the company-split preparation company
TradenameTaiyo Nippon Sanso Split Preparation CorporationAddress
3-26 Koyama 1-chome, Shinagawa-ku, Tokyo
Representative
Yujiro Ichihara, Representative Director, President
Details of business
Manufacture and sale of industrial gases and related devices (thecompany will not engage in any business before the CompanySplit.)
Stated capital
25,000,000 yen
Date of incorporation
February 4, 2020 (tentative)
Number of outstanding 100,000 sharesshares-2-

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Fiscal year-end
Major shareholder andshareholding ratio
Relationships between
the listed company andthe company

March 31
Taiyo Nippon Sanso Corporation: 100%

The company will be incorporated asTNSC’s wholly-owned subsidiary.
Human resources
TNSC will dispatch directors to therelationshipcompany.
Business
There is no business relationship withrelationship
TNSC, as the company has not commenced
business operations.
(Note) The company-split preparation company will change its tradename to Taiyo Nippon Sanso
Corporation as of October 1, 2020.
4.

TimetableFebruary 4, 2020 (tentative)
Mid-May 2020 (tentative)
Mid-May 2020 (tentative)
Late June 2020 (tentative)
October 1, 2020 (tentative)
5.

Capital relationship

Incorporation of the company-split preparation company
Approval of an absorption-type company split agreement by TNSC’sboard of directors
Execution of the absorption-type company split agreement
Approval of the agenda regarding the absorption-type company splitagreement at the ordinary general meeting of shareholders
The company split takes effect; transition to a holding company
structure

Future outlook

Details of the company split, and the specifics of the post-transition to a holding company structure
will be announced once they are determined in the future.
6.

Group structure after the transition to a holding company structure (image)(Before the transition) As of February 4, 2020 (tentative)
TNSC, primarily engaged in the domestic gases business, holds shares in the domestic and overseas group companies.
[Domestic gases business]
Taiyo Nippon Sanso Corporation

Taiyo Nippon Sanso Split Preparation
Corporation(To be incorporated on February 4, 2020)

Domestic group companies[U.S. gases business] Matheson Tri-Gas, Inc. group[European gases business] Nippon Gases Euro-Holding S.L.U. group[Asia/Oceania gases business] Asia/Oceania region group companies[Thermos business] Thermos K.K. group(From October 1, 2020 (tentative))
TNSC will split its assets (including the shares in the domestic group companies, but excluding Thermos K.K.) and liabilities
related to its domestic gases business, transfer them to “Taiyo Nippon Sanso Split Preparation Corporation,” and become a-3-

pure holding company. TNSC and “Taiyo Nippon Sanso Split Preparation Corporation” will change their tradenames to“Nippon Sanso Holdings Corporation ” and “Taiyo Nippon Sanso Corporation,” respectively.

[Domestic gases business] Taiyo Nippon Sanso Corporation group[U.S. gases business] Matheson Tri-Gas, Inc. groupNippon Sanso Holdings Corporation[European gases business] Nippon Gases Euro-Holding S.L.U. group[Asia/Oceania gases business] Asia/Oceania region group companies[Thermos business] Thermos K.K. group

II.

Amendment to the Articles of Incorporation (Tradename Change)

1.

Reason for the amendment

Subject to the Company Split taking effect, TNSC will change its tradename provided in Article 1 ofits Articles of Incorporation to “Nippon Sanso Holdings Kabushiki Kaisha (“Nippon Sanso Holdings
Corporation” in English)” upon the transition to a holding company structure, in order to demonstratethat TNSC group is a global industrial gases group (a global gas major) originated in Japan. Changes
to the holding company’s business purposes and other relevant matters will be disclosed in a timely
manner once they are resolved by the board of directors.
2.

Specifics of the amendment(Present)
Article 1 (Tradename)
The name of the Company is Taiyo Nissan Kabushiki Kaisha and is indicated in English as
Taiyo Nippon Sanso Corporation.
(After amendment)
Article 1 (Tradename)
The name of the Company is Nippon Sanso Holdings Kabushiki Kaisha and is indicated in
English as Nippon Sanso Holdings Corporation.

3.

Timetable

Late June 2020 (tentative)
October 1 2020 (tentative)

Approval of the agenda regarding the amendment to the Articles ofIncorporation at the ordinary general meeting of shareholders
Amendment to the Articles of Incorporation takes effect.

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