Showa Denko Announces Merger between Consolidated Subsidiaries and Change of Company Name

TOKYO, Sept 24, 2020 - (JCN Newswire) - Showa Denko (SDK; TSE:4004) decided at its Board of Directors meeting held today that its consolidated subsidiary Showa Denko Carbon Holding GmbH (SDCH) will merge with its consolidated subsidiary Showa Denko Europe GmbH (SDE), and that the surviving company SDCH will change its company name into Showa Denko Europe GmbH (new SDE) effective as of January 1, 2021.

Since this is a case of merger between SDK's wholly owned subsidiaries, part of the details are not disclosed in the following announcement.

1. Purpose of merger and change of company name

SDE provides business support services such as import/export management, chemical substance management, and marketing function to subsidiaries of SDK in Europe. SDCH operates its Graphite Electrode business subsidiaries as a management company in Europe.

This time, SDK decided to merge these two companies for the purpose of expanding its business operation in Europe further by fusing SDCH's business management function and SDE's business support function into one.

With regard to formalities of this merger, SDCH will merge with SDE and become the surviving company. However, in order to clarify its business management function in Europe, SDCH will change its company name into "Showa Denko Europe GmbH" at the same date of the merger.

2. Outline of merger

(1) Schedule
Resolution at the Board of Directors meeting: September 24, 2020
Effective date of merger: January 1, 2021 (plan)

(2) Form of merger
SDCH will merge with SDE and become the surviving company, and SDE will be dissolved at the effective date. SDCH will change its company name into "Showa Denko Europe GmbH" at the same date.

(3) Allotment of stocks related to merger
Since this is a case of merger between wholly owned subsidiaries, there will be no new stock issue, no increase in capital, nor payment of grant money due to merger.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights related to merger
There will be no applicable matters.

3. Profile of the two companies to merge

Company name: Showa Denko Carbon Holding GmbH (Surviving Company)
Head office: Werner-von-Siemens-Str.18, 86405 Meitingen, Germany
President: Masami Tobito, Stephan Becker
Scope of business: Holding company that owns companies producing and selling graphite electrodes
Capital: 25,000 EUR (3,071,000 JPY)*
Establishment: February 10, 2016
Accounting term: Ending December 31
Major shareholders: Showa Denko: 100%
*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).

Company name: Showa Denko Europe GmbH (To be dissolved)
Head office: Konrad-Zuse-Platz 3, 81829 Munich, Germany
President: Takashi Kotsuka
Scope of business: Sales base of Showa Denko Group's businesses in Europe, Turkey, Russia, Middle East and Africa, providing liaison services including market research and marketing
Capital: 205,000 EUR (25,182,200 JPY)*
Establishment: January 1, 2002
Accounting term: Ending December 31
Major shareholders: Showa Denko: 100%
*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).

4. After the merger

SDCH, the surviving company of the merger, will change its company name and scope of business as following at the same date of the effective date of merger. Although the head office will be located in Wiesbaden, the office in Munich will be retained as a sales office of SDE.

Company Name: Showa Denko Europe GmbH
Head office: Abraham-Lincoln-Str. 44, 65189 Wiesbaden, Germany
President: Takashi Kotsuka
Scope of business: Sales base of Showa Denko Group's businesses in Europe, Turkey, Russia, Middle East and Africa, providing liaison services including market research and marketing. Holding company that owns companies producing and selling graphite electrodes.
Capital: 25,000 EUR (3,071,000 JPY)*
Major shareholders: Showa Denko: 100%
*Here EUR is converted into JPY at 1 EUR = 122.84 JPY (as of September 23, 2020).

5. Future prospect

Since this is a case of merger between wholly owned subsidiaries, SDK's consolidated performance will not be affected materially by the merger.

Press release (PDF): www.sdk.co.jp/assets/files/english/news/2020/20200924_sdknewsrelease_e.pdf

About Showa Denko K.K.

Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

Source: Showa Denko K.K.

Contact:

Showa Denko K.K., CSR & Corporate Communication Office, CSR & General Affairs Department, Tel: 81-3-5470-3235

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