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Kyocera : Notice Regarding Succession of the Company's Chemical Business to the Newly Established Subsidiary through the Company Split and Transfer of Shares of the Newly Established Subsidiary
Kyocera : Notice Regarding Succession of the Company's Chemical Business to the Newly Established Subsidiary through the Company Split and Transfer of Shares

About this update from Kyocera Corporation
January 22, 2026 To All Persons Concerned Name of Company Listed: Kyocera Corporation Name of Representative: Hideo Tanimoto, President and Representative Director (Code number: 6971, TSE Prime Market) Contact Person: Hiroaki Chida Director, Managing Executive Officer, Executive General Managers of Headquarters (CFO) (Tel: +81-75-604-3500) Notice Regarding Succession of the Company's Chemical Business to the Newly Established Subsidiary through the Company Split and Transfer of Shares of the Newly Established Subsidiary Kyocera Corporation (the "Company") hereby announces that at the Board of Directors meeting held today, the Company resolved to transfer all shares of a company that the Company will establish (the "Newly Established Company") to Sumitomo Bakelite Co., Ltd. ("Sumitomo Bakelite") (the "Share Transfer"), as described below. Before the Share Transfer is implemented, the Company plans to have the Newly Established Company succeed to the chemical business (including the chemical business operated by KYOCERA (Wuxi) Electronic Materials Co., Ltd., of which the Company owns all of the outstanding shares; the "Target Business") which manufactures and sells semiconductor-related products, mainly encapsulation materials and pastes, as well as chemical products and composite materials operated in the Company's Corporate Ceramic Materials Semiconductor Components Group, by way of an absorption-type company split (the "Absorption-type Company Split;" together with the Share Transfer, the "Transactions"). Purpose of the Transactions The Company received a proposal to acquire the Target Business from Sumitomo Bakelite, which is reinforcing its business in the chemical field, and has been holding repeated discussions with it. The Company has determined that the Transactions are consistent with the review of the businesses for portfolio restructuring which the Company announced at its financial presentation for the nine months ended December 31, 2024 on February 3, 2025 as its main initiative for the year ending March 31, 2026 aimed at improving corporate value, and that they will lead to the growth and development of, as well as increasing the value of the Target Business. Accordingly, the Company has decided to proceed with the Transactions in agreement with Sumitomo Bakelite. Summary of the Transactions Schedule of the Transactions Board of Directors resolution date for the Share Transfer : January 22, 2026 Execution date of the Share Purchase Agreement : January 22, 2026 Establishment date of the Newly Established Company : July 2026 (tentative) Board of Directors resolution date for the Absorption-type Company Split : July 2026 (tentative) Execution date of Absorption-type Company Split Agreement : July 2026 (tentative) Effective date of the Absorption-type Company Split : End of October 2026 (tentative) Closing date of the Share Transfer : End of October 2026 (tentative) Method of the Absorption-type Company Split The Company will be the splitting company and the Newly Established Company will be the succeeding company in the Absorption-type Company Split, and the Company will have the Newly Established Company succeed to the Target Business. As this process falls under the simplified absorption-type company split set forth in Article 784, Paragraph 2 of the Companies Act with respect to the Company and the short-form absorption-type company split set forth in Article 796, Paragraph 1 of the Companies Act with respect to the Newly Established Company, the implementation thereof does not require shareholder meeting resolutions. Details of Allotment related to the Absorption-type Company Split There will be no allotment of shares or delivery of money or any other property from the Newly Established Company to the Company in connection with the Absorption-type Company Split. Handling of Share Acquisition Rights and Bonds with Share Acquisition Rights in Connection with the Absorption-type Company Split Not applicable. Increase or Decrease in Capital Due to the Absorption-type Company Split There will be no increase or decrease in the capital of either the Company or the Newly Established Company upon the Absorption-type Company Split. Rights and Obligations to Be Succeeded to by the Newly Established Company As a result of the Absorption-type Company Split, the Newly Established Company will succeed to the assets, liabilities and other rights and obligations pertaining to the Target Business separately set forth in the Absorption-type Company Split Agreement on the effective date of the Absorption-type Company Split. Prospect for the Fulfillment of Obligations The Company has determined that there will be no issues in the prospect of fulfillment of the obligations to be borne by the Newly Established Company after the effective date of the Absorption-type Company Split. Overview of the Share Transfer The Company plans to transfer all shares of the Newly Established Company to Sumitomo Bakelite on the closing date of the Share Transfer. For details of the party to which the shares are to be transferred, please refer to "6. Overview of the Counterparty to the Share Transfer." Overview of the Companies Involved in the Absorption-type Company Split Company Splitting in the Absorption-type Company Split Company Succeeding in the Absorption-Type Company Split (1) Name Kyocera Corporation TBD (2) Location 6 Takeda Tobadono-cho, Fushimi-ku, Kyoto 9-2 Chidori-cho, Kawasaki-shi , Kanagawa (3) Name and Title of Representative Hideo Tanimoto, President and Representative Director TBD (4) Description of Business Core Components Business, Electronic Components Business, Solutions Business, etc. Manufacture and sale of semiconductor-related products, mainly encapsulation materials and pastes, as well as chemical products and composite materials (5) Amount of Capital JPY 115,703 million JPY 1 (tentative) (6) Date of Establishment April 1, 1959 July 2026 (tentative) (7) Number of Issued and Outstanding Shares 1,510,474,320 1 (8) Major Shareholders and Shareholding Ratios (as of Sep. 30, 2025) The Master Trust Bank of Japan, Ltd. (Trust Account) 22.88% The Company: 100% Custody Bank of Japan, Ltd. (Trust Account) 8.80% The Bank of Kyoto, Ltd. 4.18% STATE STREET BANK AND TRUST COMPANY 505001 3.93% Inamori Foundation 2.71% STATE STREET BANK WEST CLIENT - TREATY 505234 2.05% Stock Purchase Plan for Kyocera Group Employees 1.74% JP MORGAN CHASE BANK 385781 1.42% MUFG Bank, Ltd. 1.33% The Dai-ichi Life Insurance Company, Ltd. 1.22% (9) Consolidated Operating Results and Consolidated Financial Position for the Previous Fiscal Year (Ended March 31, 2025) Equity attributable to owners of the parent JPY 3,217,788 million - Total assets JPY 4,511,307 million - Equity per share attributable to owners of the parent (JPY) JPY 2,284.15 - Sales revenue JPY 2,014,454 million - Operating profit JPY 27,299 million - Profit before income taxes JPY 63,631 million - Profit attributable to owners of the parent JPY 24,097 million - Earnings per share attributable to owners of the parent - Basic (JPY) JPY 17.11 - Note: Information regarding the splitting company in the Absorption-Type Company Split is as of March 31, 2025, unless otherwise specifically noted. Outline of the Business Subject to the Absorption-Type Company Split Description of Business Manufacture and sale of semiconductor-related products, mainly encapsulation materials and pastes, as well as chemical products and composite materials. Consolidated Operating Results of the Business to Be Split (Year Ended March 31, 2025) Sales revenue: JPY 23,223 million Items of Assets and Liabilities and Book Values Subject to the Absorption-Type Company Split Current assets: JPY 5,601 million Non-current assets: JPY 8,520 million Current liabilities: JPY 235 million Non-current liabilities: JPY 1 million Note: The above amounts are calculated based on the statement of financial position as of March 31, 2025; therefore, the actual amounts to be succeeded will be the amounts after the adjustment of changes to the above amounts up to the effective date. Situation After the Absorption-type Company Split There will be no changes in the name, location, title and name of the representative, description of business, amount of capital, or fiscal year-end of the Company upon the Absorption-type Company Split. Whether there will be changes in the location and description of business of the Newly Established Company upon the Absorption-type Company Split is undetermined at this moment. Outline of the Newly Established Company after the Absorption-type Company Split: (1) Name TBD (2) Location 9-2 Chidori-cho, Kawasaki-shi, Kanagawa (3) Name and Title of Representative TBD (4) Description of Business Manufacture and sale of semiconductor-related products, mainly encapsulation materials and pastes, as well as chemical products and composite materials (5) Amount of Capital JPY 1 (tentative) (6) Fiscal Year-end March Overview of the Counterparty to the Share Transfer (1) Name Sumitomo Bakelite Co., Ltd. (2) Location 5-8 Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo (3) Name and Title of Representative Shinichi Kajiya, President and Representative Director (4) Description of Business Manufacture and sale of Semiconductor Materials, High- Performance Plastics, and Quality of Life Products (5) Amount of Capital JPY 37,143 million (6) Date of Establishment January 25, 1932 (7) Major Shareholders and Shareholding Ratios (as of Sep. 30, 2025) The Master Trust Bank of Japan, Ltd. (Trust Account) 14.01% Sumitomo Chemical Co., Ltd. 10.55% Custody Bank of Japan, Ltd. (Trust Account) 8.56% STATE STREET BANK AND TRUST COMPANY 505001 8.51% GIC PRIVATE LIMITED - C 7.44% Custody Bank of Japan, Ltd. (Trust Account 4) 2.62% MSIP CLIENT SECURITIES 1.62% Custody Bank of Japan, Ltd. (Retirement Payment Account of Sumitomo Mitsui Trust Bank, Ltd.) 1.49% Sumitomo Mitsui Banking Corporation 1.49% SUMITOMO LIFE INSURANCE COMPANY 1.19%
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