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Toray to Absorption-type Merger (Simplified Merger and Short Form Merger) of Consolidated Subsidiary

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Oct. 5, 2016

Toray Industries, Inc.

Toray Industries, Inc. (headquarters: Chuo-ku, Tokyo; President: Akihiro Nikkaku; hereinafter referred to as “Toray”) announced today that it has made a decision to absorb Toray Battery Separator Film Co., Ltd. (hereinafter referred to as “Toray BSF”), a wholly owned consolidated subsidiary that manufactures and markets separators for lithium-ion secondary batteries (LIB) effective April 1, 2017.
The merger is a simplified merger of a wholly owned subsidiary and therefore some of disclosure items and contents are omitted.


1. Purpose of the merger
In the LIB market, the business environment is significantly changing as the demand for electric vehicles are expected to grow rapidly in addition to the existing consumer electronics applications, which makes it even more important to have the ability to quickly respond to the growth and sophistication of functions of separators for LIB. Based on this recognition, Toray decided to absorb Toray BSF to strengthen the foundation of the structure to appropriately respond to the LIB separator business. The LIB separator business is one of the key businesses of Green Innovation Business Expansion Project, which Toray is strongly driving forward to support the transformation into a sustainable recycling-oriented society. The company will promote its technology development and business expansion by leveraging the collective strength of Toray Group along with other new energy-related businesses.

2. Outline of the merger
(1) Schedule of the merger
Approval of the merger agreement December 19, 2016 (planned)
Signing of the merger agreement December 19, 2016 (planned)
Date of the merger (effective date) April 1, 2017 (planned)
Note: It is a simplified merger specified in Article 796 Paragraph 2 of the Companies Act in the case of Toray and a short-form merger as specified in Article 784 Paragraph 1 of the Companies Act for Toray BSF, and therefore the companies will not hold a general shareholders’ meeting for approval of the merger agreement.
(2) Method of the merger
It is an absorption-type merger in which Toray is the surviving company and Toray BSF will be dissolved.
(3) Allotment details pertaining to the merger
Toray, which owns all outstanding shares in Toray BSF, neither grants nor allots any shares or other consideration including money pertaining to the merger.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged company
Not applicable.
3. Overview of the companies involved in the merger
Surviving company Company being merged
(1) Company name Toray Industries, Inc. Toray Battery Separator Film Co., Ltd.
(2) Location Nihonbashi- muromachi, Chuo-ku, Tokyo 1190-13, Iguchi, Nasu-Shiobara, Tochigi
(3) Title and name of representative President Akihiro Nikkaku President Osamu Inoue
(4) Business Manufacture and marketing of fibers and textiles, plastic and chemical products Manufacture, processing and marketing of synthetic resin films
(5) Paid-in capital 147,873 million yen 301 million yen
(6) Established January January 12, 1926 November 1, 2007
(7) Major shareholders and ownership ratio The Master Trust Bank of Japan, Ltd. (trust account): 7.3%, other
(as of March 31, 2016)
Toray Industries, Inc.: 100%
(as of September 30, 2016)
 
4. Post-merger conditions
The merger does not affect Toray’s company name, location, representative’s title and name, business content, paid-in capital or fiscal year.


5. Future outlook
In the merger, Toray will merge its wholly owned subsidiary and its impact on consolidated business performance will be negligible.
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