Nippon Shokubai Co., Ltd. (TSE:4114) entered into a basic agreement to acquire remaining 95% stake in Sanyo Chemical Industries Ltd. (TSE:4471) in a merger of equals on May 29, 2019. Under the terms of the transaction, an integrated company will be formed, Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries Ltd. will transfer their shares and will become its wholly owned subsidiaries. The exchange ratio will be decided with final agreement. Nippon Shokubai Co., Ltd. executed a final agreement to acquire remaining 95% stake in Sanyo Chemical Industries Ltd. for approximately ¥120 billion in a merger of equals on November 29, 2019. Nippon Shokubai's shareholders will get 1.225 shares in the integrated company for each share and Sanyo Chemical Industries' shareholders will get 1 share in the integrated company for each share. Upon completion, integrated company will be in charge of operations and management of the two companies and will be listed on Tokyo Stock exchange. Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries Ltd. will be delisted as a result of the transaction. The integrated company will take a new trade name of Synfomix Co., Ltd and will have a separate head office. The integrated company will have President and Chief Executive Officer of Sanyo Chemical Industries and President and Representative Director of Nippon Shokubai as its Chairman and Representative Director and President and Representative Director respectively. All the other employees will be hired by the integrated company.

Transaction is subject to approval by competition authorities in Japan and relevant countries and approval at Sanyo Chemical's annual shareholders meeting. The resolution was adopted by Board of Directors of Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries Ltd. on May 29, 2019. The final agreement is expected to be signed in December 2019. The annual meeting of shareholders of Nippon Shokubai Co., Ltd. and Sanyo Chemical Industries Ltd. is expected to be held in June 2020. The Board of Directors resolved the transaction on November 29, 2019. The effective date of the transaction is expected to be on October 1, 2020. As of April 13, 2020, the effective date of integration was changed to April 1, 2021.

Mizuho Securities acted as financial advisor and fairness opinion provider, Oh-Ebashi LPC & Partners acted as the legal advisor and KPMG AZSA LLC., KPMG Tax Corporation and PwC Tax Japan acted as accountants to Nippon Shokubai. Nomura Securities Co., Ltd. acted as financial advisor and fairness opinion provider, Nishimura & Asahi acted as the legal advisor and Deloitte Tohmatsu Financial Advisory LLC and Deloitte Tohmatsu Tax Co. acted as accountants to Sanyo Chemical.