April 24, 2003
Ube Industries, Ltd. (hereafter called Ube Industries) and Ube-Nitto Kasei Co., Ltd. (hereafter called Ube-Nitto Kasei) have agreed that on October 1, 2003, Ube Industries will convert Ube-Nitto Kasei to its wholly-owned subsidiary, through a stock swap arrangement. A stock swap agreement was concluded after directors' meetings held at both companies on April 24, 2003. The nature of the agreement is set forth below. The stock swap will be a simple stock swap as set forth in Article 358, Clause 1 of the Commercial Code.
1. Purpose of the Deal
Ube-Nitto Kasei is an affiliate of Ube Industries (Ube Industries ratio of shareholding: 38.09%) engaged in the manufacture and sale of electronics/IT related materials, FRP, industrial materials, functional fibers and other products based on synthetic resins processing technologies. The company is listed on the second section of the Tokyo Stock Exchange.
Ube Industries is currently implementing the "New 21 UBE Plan" in order to achieve the reformation of its management system based on global standards and the further strengthening of the international competitiveness of the UBE group. As part of this implementation, Ube Industries is concentrating its management resources in the specialty products sector, one of its core businesses, in an effort to increase profits.
By acquiring Ube-Nitto Kasei through a stock swap arrangement, Ube Industries will be able to improve flexibility in developing its businesses and operational structure in response to changes in the market. Ube Industries is confident that the move will enable it to develop and supply products to meet diversifying customer needs with greater accuracy and speed. Management also believes that this will increase shareholders' value for the UBE group as a whole, by improving consolidated performance.
Specific measures to develop businesses and establish operational structure in the specialty products field will be implemented according to the policies outlined below.
- To realize consolidation and integration in manufacturing, sales and technological development of dual-layer CCL and other products that are downstream from polyimide film and to improved market responsiveness.
- To create and develop next-generation new business through the integration of materials development by Ube Industries and processing technology development by Ube-Nitto Kasei.
- To maximize synergy advantages in the areas of electronic information materials and packaging materials for the UBE group as a whole.
2. Stock Swap Particulars
1. Stock Swap Schedule (planned)
|April 24, 2003
||Directors' meetings to approve the Stock Swap Agreement
|April 24, 2003
||Conclusion of Stock Swap Agreement
|June 27, 2003
||Ordinary General Meeting of Shareholders to approve the Stock Swap Agreement (Ube-Nitto Kasei)
|October 1, 2003
||In accordance with the procedures set forth in Article 358, Clause 1 of the Commercial Code (Simple Stock Swap), approval in the Ordinary General Meeting of Shareholders is not required for Ube Industries.
2. Stock Swap Ratio
||Ube Industries, Ltd.
|Ube-Nitto Kasei Co., Ltd.
|Stock Swap Ratio
- Share Allocation Ratio
1.8 shares of Ube Industries stock will be allocated per share held of Ube-Nitto Kasei stock.
- Basis of Calculation of the Stock Swap Ratio
Ube Industries requested Nomura Securities Co., Ltd. (hereafter Nomura Securities) to calculate the stock swap ratio, and Ube-Nitto Kasei requested the Tohmatsu & Co. (hereafter Tohmatsu) to do the same. The two companies referred to both calculation in determining the stock swap ratio, and agreed the above ratio.
The above stock swap ratio may be changed by agreement of the two companies in the event of a material change in the conditions upon which the calculation was based.
- The Bases, Methods, and Results of Calculations Performed by Third Party Organizations
Nomura Securities, the financial advisor to Ube Industries, calculated the stock swap ratio taking full account of the results of evaluations made using average market price, similar company comparison and DCF (Discounted Cash Flow) methods.
Tohmatsu, the financial advisor to Ube-Nitto Kasei, calculated the stock swap ratio taking full account of the results of evaluations made using average market price, DCF (Discounted Cash Flow), and net present value methods.
- Number of New Shares to Be Issued under the Stock Swap
On the occasion of the stock swap, Ube Industries will allocate a total of 28,027,800 shares to Ube-Nitto Kasei shareholders other than Ube Industries. These shares will be comprised of 25,365,800 newly issued common shares and 2,662,000 common shares (reacquired shares) held by Ube Industries.
- Initial Date for Reckoning Dividends for New Shares October 1, 2003
3. Stock Swap Grant
There is no stock swap grant.
4. Interim Dividends for Year Ending March 2004
Ube Nitto-Kasei may pay dividends of up to 4 yen per share. Ube Industries will not pay interim dividends.
The swap ratio was determined taking the above payments into consideration.
3. Overview of Companies Party to the Stock Swap (as of September 30, 2002)
Note: The above figures for Ube Industries are consolidated figures
(16) Performance over the Past Three Fiscal Years
Note: The above figures for Ube Industries are consolidated figures.
4. Conditions after the Deal
- Company Name, Business, Location, and Representative
The company name, business, headquarters address and representative for each company will remain unchanged as stated in "3. Overview of Companies Party to the Stock Swap."
The capital of Ube Industries will not increase as a result of the stock swap.
- Effect on Performance
Ube-Nitto Kasei is already an equity method affiliated company of Ube Industries, and thus the implementation of the stock swap is predicted to have a negligible effect on the consolidated performance of Ube Industries in the current fiscal year.
For inquiries please contact
- Ube Industries, Ltd.
- General Affairs & Public Relations Group
- Seavans North Building, 1-2-1 Shibaura, Minato-ku, Tokyo 105-8449
- Phone : +81-3-5419-6110
- Contact us by Internet.