SEKISUI CHEMICAL CO., LTD. (Head Office: Osaka, Osaka Prefecture; President and Representative Director: Ikusuke Shimizu; Securities Code: 4204; hereinafter “Sekisui Chemical”), together with Kowa Co., Ltd. (Head Office: Nerima-ku, Tokyo; President and Representative Director: Takahito Kawahara; hereinafter “Kowa”), has decided to make an investment (the “Investment”) in KJ005HD Co., Ltd. (the “Tender Offeror’s Parent”), the parent company of KJ005 Co., Ltd. (the “Tender Offeror”), a special purpose company operated by a fund managed by Kohlberg Kravis Roberts & Co. L.P. (the “KKR Fund”), for the purpose of acquiring shares of Taiyo Holdings Co., Ltd. (Head Office: Toshima-ku, Tokyo; President and Representative Director: Hitoshi Saito; Securities Code: 4626; hereinafter the “Target Company”).
The Tender Offeror is a company established on February 12, 2026, with its principal business being the acquisition and holding of share certificates, etc. of the Target Company and, following the completion of the tender offer for the common shares of the Target Company pursuant to the Financial Instruments and Exchange Act (the “Tender Offer”), the control and management of the Target Company’s business activities. As of today, the Tender Offeror’s Parent owns all of the issued shares of the Tender Offeror.
Sekisui Chemical plans, in the event that the Tender Offer is successfully completed, to subscribe to preferred shares (voting shares) of the Tender Offeror’s Parent by way of a third-party allotment by the time of settlement of the Tender Offer. Through such subscription, Sekisui Chemical expects to hold approximately 10% of the voting rights of the Tender Offeror’s Parent. The total amount of the investment is expected to be approximately JPY 31.9 billion.
The investment in the Tender Offeror’s Parent is scheduled to be made in the fiscal year ending March 31, 2027. However, the impact of such investment on Sekisui Chemical’s consolidated financial results for the fiscal year ending March 31, 2027 is expected to be immaterial.
Overview of the Tender Offer
① Overview of the Target Company
| Name | TAIYO HOLDINGS CO., LTD. | |
|---|---|---|
| Location | 1-11-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan | |
| Representative | Hitoshi Saito, President and CEO | |
| Business Description | Development, manufacture, and sales of chemical products and materials for electronic components Manufacture and sales and contract manufacturing of prescription drugs Energy Business, Food Business, Fine Chemicals Business, ICT Business, etc. |
|
| Capital | 10,206 million yen | |
| Number of Employees | Consolidated: 2,485 Non-consolidated: 171 |
|
| Established | September 29, 1953 | |
| Major shareholders and shareholding ratio | DIC Corporation | 20.02% |
| The Master Trust Bank of Japan, Ltd. (Trust Account) | 8.51% | |
| Kowa Co., Ltd. | 6.30% | |
| SMBC Trust Bank, Ltd. | 3.98% | |
| OASIS JAPAN STRATEGIC FUND Y LTD. | 3.28% | |
| CGML PB CLIENT ACCOUNT/COLLATERAL | 2.86% | |
| UBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT | 2.70% | |
| Shikoku Kasei Holdings Corporation | 2.66% | |
| Custody Bank of Japan, Ltd. (Trust Account) | 2.64% | |
| Custody Bank of Japan, Ltd. (Trust Account 4) | 2.03% | |
②Overview of the Tender Offeror
| (1) Name | KJ005 Co., Ltd. | |
|---|---|---|
| (2) Address | Meiji Yasuda Seimei Building, 11th Floor, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo | |
| (3) Title and Name of Representative | Representative Director Scott Karnas | |
| (4) Description of Business | Commerce and all businesses ancillary or related to commerce | |
| (5) Capital | 10,000 yen | |
| (6) Date of Incorporation | February 12, 2026 | |
| (7) Major Shareholders and Shareholding Ratios | KJ005HD Co., Ltd. 100.00％ | |
| (8) Relationship Between the Company and the Tender Offeror | ||
| Capital Relationship | Not applicable. | |
| Personnel Relationship | Not applicable. | |
| Transactional Relationship | Not applicable. | |
| Applicability to Related Party | Not applicable. | |
Overview of the Sequence of Transactions for the Purpose of Taking the Target Company Private (the “Transaction”)
The capital relationships before and after the Transaction are expected to be as set out below. For further details of the Transaction, please refer to “3. Details, Grounds and Reasons for the Opinion Relating to the Tender Offer,” specifically “(2) Grounds and Reasons for the Opinion Relating to the Tender Offer” and “[1]1 Overview of the Tender Offer,” in the notice released today by the Target Company entitled “Notice Concerning Expression of Opinion in Support of the Planned Commencement of the Tender Offer for Company Shares by KJ005 Co., Ltd. and Neutral Position Regarding Tendering of Shares”.
Before the Transaction
- ■As of March 31, 2026, of the total number of issued shares of the Target Company (excluding treasury shares), 20.2% are held by DIC Corporation ("DIC"), 6.4% by Kowa, 15.6% by Oasis, and the remaining 57.8% by general shareholders.
After the Transaction
- ■100% of the total shares issued of the Target Company will be held by the Tender Offeror.
■Of the total number of issued shares of the Tender Offeror’s Parent, 86.6% will be held by the KKR Fund, 10.0% by the Sekisui Chemical, and 3.4% by Kowa.
Significance and Purpose of the Investment
Based on its long-term vision “Vision 2030,” the Sekisui Chemical Group is concentrating its management resources in its prioritized growth areas. One of the areas High Performance Plastics Company prioritizes is the electronics sector. Given the advancement of AI and data centers, requirements for implementation technologies and materials in the sector are becoming increasingly sophisticated and diverse. The Sekisui Chemical Group views these changes in the environment as opportunities for growth and aims to create value in the electronics sector by providing material solutions that leverage its unique technological foundation.
The Target Company’s business is compatible with our electronics business, and through the Investment, we will secure stable investment returns and explore the creation of potential new business opportunities in the future with the Target Company. We will strive to ensure these efforts lead to providing our customers with high value and diverse solutions in the electronics sector in the future.
The Sekisui Chemical Group will continue to advance initiatives aimed at sustainable growth under its vision statement, “Innovation for the Earth,” with the goal of simultaneously addressing social issues through its business operations and enhancing corporate value.
About SEKISUI CHEMICAL Group
Headquartered in Japan, SEKISUI CHEMICAL CO., LTD. (TSE: 4204) and its subsidiaries make up the SEKISUI CHEMICAL Group. 26,000 employees in over 155 companies throughout 20 countries and regions aim to contribute to improving the lives of the people of the world and the earth’s environment. Thanks to a history of innovation, dedication and a pioneering spirit, SEKISUI CHEMICAL now holds leading positions in its three diverse business divisions as well as top global market share in interlayer film, foam products, conductive particles and more.
＜For inquiries＞
SEKISUI CHEMICAL CO., LTD.
Public Relations Group, Corporate Communication Department
Email: kouhou@sekisui.com
Disclaimer
This press release may contain forward-looking statements. Such forward-looking statements are based on current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements due to changes in global economic, business, competitive market and regulatory factors.