Nippon Denko Co., Ltd. agreed to acquire Chuo Denki Kogyo Co. Ltd. from Nippon Steel & Sumitomo Metal Corporation and others for ¥10.7 billion.
December 26, 2013 at 11:00 pm
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Nippon Denko Co., Ltd. (TSE:5563) agreed to acquire Chuo Denki Kogyo Co. Ltd. (TSE:5566) from Nippon Steel & Sumitomo Metal Corporation (TSE:5401) and others for ¥10.7 billion in stock on December 27, 2013. Under the terms of the agreement, one share of Chuo Denki Kogyo's stock will be exchanged with 1.15 shares of Nippon Denko's stock. 36.31 million shares of Nippon Denko's stock will be exchanged. Post transaction, Nippon Denko's name will be changed to Shin Nippon Denko. Post transaction, Takao Nishino will be reappointed as Representative Director, Ryuichiro Koseki, Harumi Tsujimura, Akihiko Ueno, Yasuo Suzuki and Takayuki Koshimura will be reappointed as Directors. In addition, on June 2014, Director Consultant Ryo Somera will resign and become a consultant. On July 1, 2014 new Nippon Denko Co., Ltd. will have Takao Nishino, Takayuki Koshimura, Nobuo Tanaka, Toshiharu Sakae as the new Directors. Kazuya Komori will be the auditor. In addition, Takao Nishino will be appointed the Vice President of Nippon Denko Co., Ltd.
The share exchange is subject to approval by the Japan Fair Trade Commission and other relevant authorities and by the general shareholders meetings of both Nippon Denko and Chuo Denki. The deal is expected to close on July 1, 2014. Chuo Denki Kogyo Co Ltd's stock will delist from Tokyo Stock Exchange second section on June 26, 2014. As on March 28, 2014, the shareholders of Nippon Denko and Chuo Denki approved the transaction. Nomura Securities Co., Ltd acted as financial advisor and Mori Hamada & Matsumoto acted as legal advisor to Nippon Denko Co., Ltd. Daiwa Securities Co., Ltd. acted as financial advisor and Nagashi Ohno & Tsunematsu acted as legal advisor to Chuo Denki Kogyo Co. Ltd.
Nippon Denko Co., Ltd. is mainly engaged in the manufacture of ferro-alloy products, functional materials and environmental systems. The Company operates in four segments. The Ferro-alloy segment manufactures and sells ferromanganese, silicon manganese, ferrochromium, ferrosilicon, ferrovanadium and other special metal products, as well as the sale of manganese ore. The Functional Materials segment offers ferro-boron, chromium metals, zirconium oxide and lithium-ion secondary battery materials, among others. The Environmental System segment is involved in the collection of chromium acid, boric acid, nickel and others, and the water supply business. The Others segment is involved in the sale of industrial chemicals, metal products and precious metal compounds, the manufacture and sale of analyzers and aluminum electrode foils for the steel industry, and electrode foils, the processing and sale of plastic, and the recycling and sale of concrete wastes.