September 21, 2017
Kuraray Co., Ltd.

Acquisition of Calgon Carbon
Kuraray Co., Ltd. (“Kuraray”, or the “Company”) announced that it has reached an agreementwith Calgon Carbon Corporation, the world’s largest activated carbon manufacturer(Headquarters: Pennsylvania, U.S., CEO: Randall S. Dearth, NYSE, Ticker: CCC, hereinafter“Calgon Carbon”) to acquire all of the outstanding shares of Calgon Carbon and make it awholly-owned subsidiary of the Company (hereinafter “Acquisition”).
The Acquisition is subject to customary conditions including the approval of Calgon Carbon’s
shareholders and the receipt of necessary regulatory approvals, and is expected to close by theend of December 2017.
1．Purpose of the Acquisition【Background】
To realize its long-term corporate vision of becoming a “high-profit specialty chemical company
with a global presence”, the Kuraray Group has been considering innovations to build a growthstrategy for the future to expand its business domains under the medium-term business plan
“GS-STEP”. Concurrently, the Kuraray Group has identified three key strategic areas forbusiness expansion, namely, “aqua and environment”, “energy”, and “optics and electronics”, allof which have significant potential for market growth.
【Purpose of the Acquisition】
Kuraray is engaged in the carbon materials business with a focus on high performance
activated carbon used in a wide range of applications in such fields as energy, water resource
and air purification.
Calgon Carbon is a global leader in the activated carbon business with manufacturing facilitiesin 7 countries and distribution channels in 16 countries, providing innovative solutions in various
applications and end markets.
Following the Acquisition, we will implement strategic initiatives, including business expansion
by leveraging Calgon Carbon’s strong global platform, acceleration of technological innovations
by combining R&D expertise, and cost reductions by optimizing manufacturing facilities, throughwhich we aim to grow our carbon materials business as one of our future core businesses.
Kuraray will contribute to human health and to environmental sustainability by providing highperformance carbon materials to the market.

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2．Structure of the Acquisition
The Acquisition is structured as a merger between Calgon Carbon and our U.S. merger
subsidiary being established for the purpose of the Acquisition, where Calgon Carbon will be thesurviving company(*1). Through the merger process, Kuraray will acquire all of the outstanding

shares of Calgon Carbon for cash and Calgon Carbon will be delisted from NYSE and become a(*2)

wholly-owned subsidiary of Kuraray.

The acquisition price is approximately $1,107 million (approximately 121.8 billion yen ($21.5 pershare)). Kuraray plans to finance the total amount of funds necessary to complete the Acquisition
through debt and does not contemplate equity offering as of the date hereof.
(*1) This structure, called as a reverse triangular merger, is a standard transaction form in theU.S and is commonly used in a friendly takeover.
(*2) Kuraray will acquire all of the outstanding shares of Calgon Carbon through Kuraray
Holdings, U.S.A., Inc. (a Delaware corporation which is a wholly-owned subsidiary of theCompany, hereinafter “KHU”). As a result of the Acquisition, Kuraray will own all shares ofthe merged entity through KHU.
3．Profile of Calgon Carbon(1)Company NameCalgon Carbon Corporation(2)Headquarters

3000 GSK Drive, Moon Township, Pennsylvania, U.S.

(3)

Name and Title of theRepresentative

Chairman, President & CEO: Randall S. Dearth
Manufacturing and sale of activated carbon and water(4)

Description of the Business(5)

Capital Fund

615 thousand US dollars (as of December 31, 2016)(6)

Year of Establishment

1942

(7)

Number of Employees

1,334 (as of December 31, 2016)(8)

Major Shareholders andBlackRock Institutional Trust Company, N.A.

11.2%

Ownership Percentage

The Vanguard Group, Inc.

9.3%

(as of June 30, 2017)

Shapiro Capital Management LLC

8.4%

Dimensional Fund Advisors, L.P.

6.2%

Victory Capital Management Inc.

4.1%

(9)

Relationship between Kuraray
Grouptreatment equipment

Capital

No notable capital relationships between

Relationships

Kuraray / Kuraray affiliated companies

Human

No notable human relationships between

Relationships

Kuraray / Kuraray affiliated companies

Business

There is a commercial relationship but theRelationships

amount is insignificant

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(10)

Consolidated financial position and operating results in the past three years

Accounting Period (units: millions of US

December 2014

December 2015December 2016

Consolidated Net Assets

405.5

394.0

381.1

Consolidated Total Assets

621.7

656.5

775.2

7.52

7.47

7.47

Consolidated Sales

555.1

535.0

514.2

Consolidated Operating Profit

74.6

64.8

24.5

Consolidated Profit before Tax

72.5

63.4

20.1

49.4

43.5

13.8

0.92

0.82

0.27dollars)

Consolidated Net Assets per Share(US dollars)

Net Income Attributable to Owners of the
ParentNet Income Attributable to Owners of the
Parent per Share(US dollars)

4．Number of shares to be acquired, acquisition price, and share ownership before and afteracquisition

(1)

(2)

(3)

(4)

Number of Shares Owned
before Transfer
Number of Shares to beAcquired
Acquisition Price

Number of Shared Owned afterTransfer

0 share(Number of shares with voting rights: 0 share)(Ownership percentage: 0%)51,482,349 shares(*3)

Ordinary shares of Calgon Carbon: approximately 1,107
million US dollars
51,482,349 shares(Number of shares with voting rights: 51,482,349 shares)(Ownership percentage: 100%)(*3) Numbers are based on the fully-diluted shares as of today (taking into account dilutionsresulting from treatment of equity based awards related to the Acquisition).

5．Timeline(1)

Resolution at Kuraray’s Board Meeting

September 21, 2017(2)

Date of Signing

September 21, 2017

(3)

Anticipated Timing of Closing

December 2017 (planned)

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6．Financial Impact
After closing of the Acquisition, Calgon Carbon will become a consolidated subsidiary of Kuraray.
The resulting impact on Kuraray’s consolidated financial performance will be disclosed in atimely manner as the transaction progresses.

(Reference) Consolidated financial outlook for FY2017 (announced on August 9, 2017) andresult for FY2016(units: millions of JPY)
Net Income
Net Sales

Operating

Ordinary

Attributable toIncome

IncomeOwners of theParent

Outlook for FY 2017
(January 1, 2017 –December 31,2017)
Result for FY 2016
(January 1, 2016 –December 31,2016)

530,000

75,00073,00046,000485,192

67,827

66,18140,4007．Caution concerning forward-looking statements
This press release and other statements by Kuraray may include "forward-looking statements"
within the meaning of applicable securities laws and regulations. Forward-looking statements inthis press release include, without limitation, statements regarding the expected timing of thecompletion of the transaction described in the press release, operation of Calgon Carbon’s
business following completion of the Acquisition, and statements regarding the future operation,direction and success of the business. Such statements are qualified by known and unknown
risks and uncertainties surrounding future business performance, development and financial
standing of Kuraray and Calgon Carbon, and actual results could differ materially from thosecurrently anticipated. Forward-looking statements may be identified by the use of words such as"believe", "anticipate", "expect", "plan", "intent", "may" "will", "estimate" and "future" and othersimilar expressions, or in particular in the form of discussions of strategies, plans or intentions.

Factors that could cause our actual results to differ materially from those described inforward-looking statements include, but are not limited to: (i) uncertainties as to whether or when
the transaction will be consummated, (ii) uncertainties as to the approval of Calgon Carbon's
shareholders required in connection with the Acquisition, (iii) the possibility that competing offers
will be made, (iv) the possibility that various closing conditions for the transaction may not besatisfied, (v) the effects of disruption caused by the announcement of this transaction making it
difficult to maintain relationships with employees, customers, suppliers and other business4

partners and the potential inability to retain existing Calgon Carbon management upon whom
Kuraray will rely, (vi) the risk that stockholder litigation in connection with the transaction may
affect the timing of the transaction or result in significant costs of defense, indemnification andliability, (vii) other business effects, including the effects of legal systems, accounting principles
or other changes in business environment outside of the control of Kuraray or Calgon Carbon,(viii) the risk that anticipated synergies and other benefits of the acquisition will not materialize,(ix) financial instability and other changes in economy in general or industry, (x) transaction costs,(xi) costs and availability of financing on favorable terms and future capital needs, (xii) changes
in costs of supplies and raw materials, customer preferences, exchange rates and other national,
regional or global economic and financial conditions, (xiii) marketing, regulatory, product liability,supply, competitive, political and other risks, (xiv) actual or contingent liabilities, (xv) changes inand ability to comply with environmental, tax, labor and employment, and other laws andregulations, and (xvi) other risks, including but not limited to those set forth under the "riskfactors" section in Calgon Carbon’s most recent Annual Report on Form 10–K which was filedwith the U.S. Securities and Exchange Commission (the "SEC") and other material submitted toSEC (as available from the SEC website free of charge (www.sec.gov).

Unless legally required,

Kuraray disclaims any obligation to update any forward-looking statements after the date of thispress release, whether as a result of new information, future events or otherwise.

All forward-looking statements in this announcement are qualified in their entirety by thiscautionary statement. Information in this press release is current on the date of theannouncement and is subject to change without notice.

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