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2025/2/13

Sumitomo Chemical Agrees to Accept a Tender Offer by Dai Nippon Toryo for Shares of anAssociate Accounted for Using the Equity Method

Sumitomo Chemical announced that it has concluded an agreement with Dai Nippon Toryo Co., Ltd. (“DNT”) to accept a tender offer made by DNT (“the Tender Offer”) for shares of the common stock of Shinto Paint Co., Ltd. (“Shinto Paint”) and tender all of the 13,989,000 shares it holds in Shinto Paint, which account for 45.16% of the company’s issued and outstanding shares.

If the Tender Offer is successfully completed and the tendered shares are purchased by DNT, Shinto Paint will
no longer be an associate of Sumitomo Chemical accounted for using the equity method.

Sumitomo Chemical, since forming a capital and technological alliance with Shinto Paint in April 1938, has maintained a long-term relationship with the company as a shareholder. In recent years, the environment surrounding the paint business in and outside of Japan has changed significantly, including the paint market in Japan entering its maturity phase. In the midst of this, Sumitomo Chemical has carefully reviewed Shinto Paint’s position in its Group.
As a result, Sumitomo Chemical has determined that the best owner of Shinto Paint is DNT because an alliance with DNT in the paint business would enable Shinto Paint to access more sales opportunities, reduce costs, and improve productivity through new capital investments and that strengthening competitiveness under DNT’s ownership would be the best way forward for Shinto Paint to achieve growth in the future. Therefore, Sumitomo Chemical has decided to enter into the agreement.

Overview of Shinto Paint
Name: Shinto Paint Co., Ltd. (Securities code: 4615; Standard Section of the Tokyo Stock Exchange)
Head office: 10-73, 6-chome, Minamitsukaguchi-cho, Amagasaki-shi, Hyogo 661-8511, Japan
Established: April 1933
Business: Manufacturing, processing, and sale of paints, pigments, synthetic fats and oils, and chemical products
Representative: Ichiro Kosaka, President and Representative Director
Capital: 2,255 million yen (Sumitomo Chemical’s shareholding ratio: 45.16%)
Net sales: 18,954 million yen (on a consolidated basis, for the fiscal year ended March 31, 2024)
Number of employees: 423 (on a consolidated basis, as of March 31, 2024)
The Entity Making the Tender Offer

Name: Dai Nippon Toryo Co., Ltd. (Securities code: 4611; Prime Section of the Tokyo Stock Exchange)
Head office: Nagahori 1-18-11, Minamisemba, Chuo-ku, Osaka 542-0081, Japan
Established: July 1929
Business: Manufacturing and sale of coatings and jet inks
Representative: Takayuki Sato, Representative Director and President
Capital: 8,827 million yen
Net sales: 71,940 million yen (on a consolidated basis, for the fiscal year ended March 31, 2024)
Number of employees: 2,113 (on a consolidated basis, as of March 31, 2024)
Schedule
Conclusion of the agreement: February 6, 2025
The Tender Offer period: from February 7, 2025, to March 10, 2025
Announcement of the results of the Tender Offer: March 11, 2025
Settlement start date: March 17, 2025
Impact on Financial Results

This agreement will only have an insignificant impact on Sumitomo Chemical’s consolidated financial results for the fiscal year ending March 31, 2025.
Sumitomo Chemical is implementing short-term intensive performance improvement measures and, as part of these efforts, is accelerating the restructuring of its businesses from the perspective of profitability and the bestowner principle. The Company will steadily advance these measures to ensure a V-shaped recovery in fiscal 2024, while also carrying out fundamental structural reforms.

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