Kumiai Chemical Industry Co., Ltd. signed a basic agreement to acquire the remaining 75.18% stake in Ihara Chemical Industry Co., Ltd. from a group of shareholders for ¥31.1 billion.
September 19, 2016
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Kumiai Chemical Industry Co., Ltd. (TSE:4996) signed a basic agreement to acquire the remaining 75.18% stake in Ihara Chemical Industry Co., Ltd. (TSE:4989) from a group of shareholders for ¥31.1 billion on September 20, 2016. The parties concluded the merger agreement on December 16, 2016. As consideration, for every ordinary share of Ihara Chemical Industry, 1.57 ordinary shares of Kumiai Chemical Industry will be allocated and issued. Kumiai Chemical Industry will issue a total of 52.21 million ordinary shares of Kumiai Chemical Industry as a part of the merger. As of December 16, 2016, Kumiai Chemical Industry Co., Ltd. holds 12.87 million shares, representing 24.82% stake in Ihara Chemical Industry Co., Ltd. After the completion of the transaction, Kumiai Chemical Industry will survive and Ihara Chemical Industry will dissolve and de-list from the Tokyo Stock Exchange.
The transaction is subject to approval of the Board of Directors and the shareholders of both Ihara Chemical Industry and Kumiai Chemical Industry. As of December 16, 2016, the transaction was unanimously approved by the Board of Directors of Ihara Chemical Industry Co., Ltd, excluding Messrs. Takeo Otake and Yoshitomo Koike. The general meeting of the shareholders of Ihara Chemical Industry and Kumiai Chemical Industry will be held on January 24, 2017 and January 27, 2017 respectively. As of April 26, 2017, Ihara Chemical Industry Co., Ltd was delisted from the stock exchange. The transaction is expected to close on May 1, 2017. Nomura Securities Co., Ltd. and Daiwa Securities Group Inc. (TSE:8601) served as financial advisors to Ihara Chemical Industry Co., Ltd and Kumiai Chemical Industry Co., Ltd. SATO & Partners served as a legal advisor to Kumiai Chemical Industry Co., Ltd and T. Kunihiro & Co. Attorneys-at-Law served as a legal advisor to Ihara Chemical Industry Co., Ltd.
KUMIAI CHEMICAL INDUSTRY Co., Ltd. is a Japan-based company principally engaged in the manufacture and sale of agricultural chemicals and other chemical products. The Company operates in two business segments. Agricultural Chemicals & Agriculture-Related segment produces pesticides, such as insecticides, fungicides and herbicides, and sells them in Japan through the National Federation of Agricultural Cooperative Associations (JA ZEN-NOH). The Segment is also involved in the import and export of agricultural chemicals, the sale of greening materials, as well as the comprehensive maintenance of golf courses. Chemical Products segment manufactures and sells chlorotoluene and chloroxylene chemicals, fine chemicals, industrial chemicals, as well as polystyrene foam, among others. The Company is also involved in the rental business, power generation and selling business, construction business, printing business, logistics business, as well as information service business.
Kumiai Chemical Industry Co., Ltd. signed a basic agreement to acquire the remaining 75.18% stake in Ihara Chemical Industry Co., Ltd. from a group of shareholders for ¥31.1 billion.
KUMIAI CHEMICAL INDUSTRY CO., LTD. 
