June 8, 2005

TNSC Group’s Carbon Producers to Merge

Ekika Carbon Dioxide Co., Ltd., in which Taiyo Nippon Sanso
Co., Ltd. is the leading shareholder with a 16.6% stake, andNippon Tansan Company Limited, a wholly owned subsidiary of Taiyo
Nippon Sanso Corporation (TNSC), have decided to jointly
establish a holding company through a transfer of shares, andhave recently signed an agreement to this effect.
The agreement calls for Ekika Carbon Dioxide and Nippon
Tansan to establish a holding company – to be named the Japan
Liquid Carbonics Holdings Co., Ltd. (JLCH) – on September 29,
2005. Following this, they will undertake a reorganization andintegration of their carbon dioxide gas operations as membersof the TNSC group.
In addition, plans call for the absorption by JLCH of TNSC’s
carbon dioxide operations by the end of 2008, resulting in thecomplete integration of the TNSC Group’s carbon dioxide
operations into one business unit.

Details of the Merger
Carbon dioxide is one of the main industrial gases, andis used in large quantities, primarily in the form of dry ice
to keep frozen foods and beverages cold in transit, and as ashielding gas for the welding of metal. However, unlike oxygen,nitrogen and argon, which are produced by separation from theair, carbon dioxide is produced by refining by-product gases
from the oil refining, chemical production and steel-making
processes.
Our priority strategy in our carbon dioxide gas businessis the development of a network of production bases around Japan,
as well as the creation of an efficient distribution network
to achieve maximum customer convenience.
Through the merger of Nippon Sanso Corporation Co., Ltd.
and Taiyo Toyo Sanso Co., Ltd. in October 2004, Ekika CarbonDioxide (in which Nippon Sanso was the leading shareholder witha 16.6% stake) and Nippon Tansan (a wholly-owned subsidiary ofTaiyo Toyo Sanso) became TNSC Group affiliates. The two companies
are taking this opportunity to establish a holding company asa TNSC subsidiary, with the aim of fully integrating TNSC’s carbon
dioxide business by the end of 2008, thereby bolstering the TNSCGroup’s competitiveness in the carbon dioxide business andenhancing the quality of its customer services.

Merger Objectives
The integration of the TNSC Group’s carbon dioxide businesses
is aimed at:
1. Raising competitiveness by enhancing the efficiency ofrefining and distribution through the integration ofdistribution bases and the raw material gas supply bases
currently operated by three TNSC Group companies.
2. Creating a solid business structure network that will ensure
its position as the leading carbon dioxide supplier byestablishing a stable gas supply system for users andenhancing the quality of the Group’s services, undertaking
strategic

developmentofoperationsandmanagement.

Details of the Holding Company
1. Date of Establishment: September 29, 2005

2. Name: Japan Liquid Carbonics Holdings Co., Ltd.

3. Head office location: Minato-Ward, Tokyoefficient4. Directors and Corporate Auditors
Chairman: Takuzo Oku
President: Makoto Henmi
Directors: Hirosuke Matsueda
Yozo Taijima
Tatsuzo Fujiu
Auditors:

Takehiko Kita
Hiroyuki Naka

5. Paid-in Capital: ¥100 million

6. Shares issued: 14 million shares(Shares authorized for issuance: 56 million shares)

7. Allotment of shares:a) Assuming that the enterprise values of the twocompanies are equivalent, newly issued shares of theholding company will be allotted in the followingmanner.
b) Number of shares outstanding of the two companies:
Ekika Carbon Dioxide Co., Ltd.: 7 million shares
Nippon Tansan Company Limited: 11 million sharesc) Share exchange ratio:
Ekika Carbon Dioxide – 1:1
One (1) share of the holding company per one (1)share of Ekika Carbon Dioxide Co., Ltd.

Nippon Tansan – 11:7
Seven (7) shares of the holding company per
eleven (11) shares of Nippon Tansand) TNS’s stake in the holding company: 58.3%

8. Accounts settlement: March 31