FOR IMMEDIATE RELEASE
December 2, 2016
Listed Company Name:

Zeon Corporation

Representative:

Kimiaki Tanaka
President

Securities Code:4205

Stock Exchange Listings:

First Section of the Tokyo Stock
Exchange

Inquiries:

Takeo Furuya
Director & Corporate Officer
Phone +81-3-3216-2747

Announcement Concerning the Consolidation of the S-SBR Business with Sumitomo
Chemical Company, Limited by Absorption-type Split and the Establishment of a
New Joint Venture Company
Zeon Corporation (the “Company”) and Sumitomo Chemical Company, Limited (“Sumitomo Chemical”)
have reached an agreement to execute a Joint Venture Agreement to consolidate both companies’ Solution
Styrene Butadiene Rubber (“S-SBR”) businesses.
As stipulated in the Joint Venture Agreement, the new company will be a wholly owned subsidiary of Zeon,and will succeed the S-SBR businesses through an absorption-type company split (“Company Split”).
1. Purpose of the Business Consolidation
The Company’s S-SBR is a material used in the production of fuel efficient tires. As environment awarenessincreases throughout the world combined with stricter regulations, the demand for fuel-efficient tires is
expected to grow steadily in the future, while competition is intensifying due to increases in production
capacity at various manufactures.
Amid this business environment, the Company and Sumitomo Chemical conducted a study looking into
consolidating their S-SBR businesses, including those of their respective subsidiaries, with the aim ofstrengthening the business. As a result of the study, the Company and Sumitomo Chemical found that
consolidating their S-SBR business will have a synergistic effect and have decided to form a new Joint
Venture Company. Through fusing together the Company’s and Sumitomo Chemicals technologicalexpertise, this new partnership will accelerate new product development to meet customer needs, enhancecost competitiveness and secure a stable product supply.
2. Outline of the Business Consolidation(1) Details
As set forth in the Joint Venture Agreement, the Company will establish a new wholly owned subsidiarycalled ZS Elastomers Co., Ltd. (“ZSE”). The Company and Sumitomo Chemical will then succeed the rights
and obligations of the sales and R&D functions of each company’s respective S-SBR business to ZSE.
It should be noted that this Business Consolidation is contingent on the approval of the board of directors ofSumitomo Chemicals and the relevant domestic and international authorities.
(2) Outline of the Joint Venture Company (Scheduled)(Status of the Succeeding Company after the Company Split)
Company NameZS Elastomers Co., Ltd.
Location
1-6-2 Marunouchi, Chiyoda-ku, Tokyo 100-8246, Japan
Representative
Not determined
Scope of business
Buying, selling, research and developing, manufacturing, and processing ofsynthetic rubbers.
Capital
450 million yen
Date established
December 8, 2016 (scheduled)
Fiscal year end
March 31Net assets
Not determined
Total assets
Not determined
Shareholders and ratio of Zeon Corporation：60％ Sumitomo Chemical Company, Limited：40％
shares held
3. Business Consolidation PartnerCompany Name
Sumitomo Chemical Company, LimitedLocation
27-1, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8260, Japan
Representative
Masakazu Tokura, President
Scope of businessPetrochemicals (manufacture and sales of synthetic plastics, etc.), Energy andFunctional Materials (manufacture and sales of synthetic rubber, etc),
IT-related Chemicals (manufacture and sales of optical products), Health andCrop Sciences (manufacture and sales of agricultural chemicals),
Pharmaceuticals (manufacture and sales of ethical drugs)Capital
89,699 million yen
Date established
June 1, 1925
Japan Trustee Services Bank, Ltd. (Trust Account)
5.85％
The Master Trust Bank of Japan, Ltd. (Trust Account)
5.49％
Major shareholders and ratio
Sumitomo Life Insurance Company
4.29％
of shares held
Nippon Life Insurance Company
2.48％(as of September 30, 2016)
Sumitomo Mitsui Banking Corporation
Relationship between Partner
and the Company

2.32％

No notable capital, personnel, or trade relationships exist

Performance and Financial Results of the Past Three Fiscal Years (consolidated)
Yen in millions, unless otherwise noted

Fiscal Year EndNet assets
Total assets
Net assets per share (yen)Net sales
Operating income
Ordinary income

March 31, 2014
934,506
2,788,507
393.582,243,794
100,842
111,109

March 31, 2015
1,118,216
2,880,396
484.17
2,376,697
127,346
157,414

March 31, 2016
1,090,776
2,662,150
469.252,101,764
164,446
171,217

36,97752,19281,45122.62
931.93949.8414

Net income attributable to owners ofparent
Net income per share (yen)Dividend per share (yen)4. Outline of the Company Split(1) Company Split Schedule
Approval of the Joint Venture Agreement(by resolution of the Board of Directors)
Execution of Joint Venture Agreement
Establishment of the Succeeding Company
Approval of the Company Split Agreement(by resolution of the Board of Directors)
Execution of the Company Split Agreement
Effective date of the Company Split

November 29, 2016
December 2, 2016
December 8, 2016 (scheduled)
January 30, 2017 (scheduled)
January 30, 2017 (scheduled)
April 1, 2017 (scheduled)*Please note that the schedule above is subject to change based on the progress of relative domestic and international regulatory
approvals and other procedures concerning the transaction(2) Company Split MethodThis is an absorption-type company split in which the Company is the splitting company and ZSE is thesuccessor company.
*The Company will conduct the Company Split without obtaining the approval of the shareholders’ meetingof the Company pursuant to the provision of the “simple absorption-type company split” set forth in Article
784, Paragraph 2 of the Companies Act of Japan.
(3) Details of Stock Allocation
As consideration of the Company Split, 3,599 shares of stock to be issued by ZSE will be allotted to theCompany. As a result, the Company’s total shares of ZSE will equal 3,600.
Furthermore, ZSE will allocate 2,400 shares to Sumitomo Chemicals as part of the Company Split. As aresult Zeon Corporation and Sumitomo Chemicals will hold 60% and 40% of shares, respectively.
(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying theCompany Split
Not applicable(5) Capitalization Changes Accompanying the Company Split
There will be no change in the Company’s capital stock related to the Company Split.
(6) Succession of Rights and Obligations
ZSE will succeed the rights and obligations of the sales and R&D functions of the S-SBR business at thetime of the effective date based on the Company Split Agreement.
Note that of the assets and liabilities recorded in the Company's balance sheet, only cash deposits will besucceeded.
(7) Capability of Satisfying Liabilities
The Company has determined that ZSE will not have any problem in performing its obligation relating tothe liabilities it will bear following the Company Split.

5. Summary of Companies Involved in the Company Split
Splitting Company
Company name

Zeon Corporation

Succeeding Company
As of March 31, 2017 (Scheduled)ZS Elastomers Co., Ltd.

LocationRepresentative
Scope of business

1-6-2 Marunouchi, Chiyoda-ku, Tokyo
Kimiaki Tanaka, President
Manufacturing and selling of elastomer
materials and specialty materials

CapitalDate established
Number of sharesissuedFiscal year end

24,211 million yen
April 12, 1950
237,075,556 shares
March 31
The Yokohama Rubber Co., Ltd.

Major

shareholders

March 31
9.57％

Zeon Corporation

100.0％

Japan Trustee Services Bank, Ltd (Trust5.05％

and ratio of shares

Account)

held

Mizuho Bank, Ltd.

4.67％

Asahi Mutual Life Insurance Company

3.24％(As of September 30, 2016）

1-6-2 Marunouchi, Chiyoda-ku, Tokyo
Not determined
Buying, selling, research and developing,
manufacturing, and processing ofsynthetic rubbers.
0.1 million yen
December 8, 2016
1 shareNational Mutual Insurance Federation of
2.94％
Agricultural Cooperatives

Performance and Financial Condition of the Fiscal Year Ended March 31, 2016 (Consolidated)
Yen in millions, unless otherwise noted

Net assets
Total assets
Net assets per share (yen)Net sales
Operating income
Ordinary income
Net income attributable to owners of parent
Net income per share (yen)215,586
384,753949.91
295,647
29,85632,15318,079
79.86

6. Overview of the Business to be Split(1) Contents of the Business to be Split
The only portion of the business to be split is the Company’s sales and R&D functions of the S-SBRbusiness. Currently, production functions of the S-SBR business are not included in the Company Split,
though there are plans to succeed these functions in the future. For the period until the succession, ZSE
will purchase products produced by the Company and Sumitomo Chemical to use for sales.
(2) Financial Results of the Business to be Split
Net Sales: 10,467 million yen (as of March 31, 2016)*The amount above is the net sales of Zeon Corporation’s S-SBR business and does not include sales figures by Zeon
Chemicals Singapore.

(3) Assets and Liabilities to be Split
Cash deposit of 360 million yen*No other assets or liabilities are included in this Company Split

7. Status after the Company Split(1) Status of the Splitting Company (Zeon Corporation)
There will be no change in the trade name, address, headquarters, representative, business type, paid-in
capital or fiscal year due to the company split.

(2) Status of the Succeeding Company after Company Split (ZSE)
Please refer to 2. Outline of the Business Consolidation (2) Outline of the Joint Venture Company above fordetails.
8. Future Outlook
After this Company Split, the Company and Sumitomo Chemical plan to succeed other functions of the
S-SBR business in addition to the sales and R&D functions, including both companies’ S-SBR production
subsidiaries in Singapore.
The effect of the Company Split on the Company’s consolidated financial results will be negligible.

END