In its timely disclosure dated December 24, 2025, titled “Notice Concerning Conclusion of Business Integration Agreement and Joint Venture Agreement Between Sumitomo Chemical and Prime Polymer, Mitsui Chemicals, and Idemitsu Kosan to Integrate the Polyolefin (PP and LLDPE) Business in Japan Through a Company Split (Simple Absorption-Type Split) by Sumitomo Chemical” (the “Timely Disclosure Dated December 24, 2025”), Sumitomo Chemical Co., Ltd. (“the Company”) announced that: - it agreed to implement a company split (simple absorption-type company split) in two phases, with Sumitomo Chemical as the splitting company and Prime Polymer Co., Ltd. (“Prime Polymer”), a joint venture company of Mitsui Chemicals, Inc. (“Mitsui Chemicals”) and Idemitsu Kosan Co., Ltd. (“Idemitsu Kosan”), as the transferee company, whereby, of the polyolefin business conducted by Sumitomo Chemical in Japan, the polypropylene (PP) business and linear low-density polyethylene (LLDPE) business (collectively “the Target Businesses”) will be transferred to Prime Polymer, and Sumitomo Chemical will acquire equity shares equivalent to a 20% stake in Prime Polymer (the “Business Integration”), and- a business integration agreement (the “Business Integration Agreement”) and a joint venture agreement (the “Joint Venture Agreement”) were concluded by and between Sumitomo Chemical, Prime Polymer, Mitsui Chemicals, and Idemitsu Kosan.The Company announces that, to implement the Business Integration, it has entered into an absorption-type company split agreement with Prime Polymer for the first phase of the two-phase company split (simple absorption-type company split) in which the Target Businesses will be transferred to Prime Polymer (the “Absorption-Type Company Split Agreement (i)”) (the first phase of the absorption-type company split is referred to as “Absorption-Type Company Split Phase One” and the second phase as “Absorption-Type Company Split Phase Two,” and Absorption-Type Company Split Phase One and Absorption-Type Company Split Phase Two are collectively referred to as “the Absorption-Type Company Split”).
Sumitomo Chemical has advanced its planned integration of PP and LLDPE operations with Prime Polymer by signing the first-phase absorption-type company split agreement.
The move forms part of a two-stage restructuring, under which the company will transfer its Japan-based polyolefin business and secure a 20 per cent stake in the joint venture.
Each phase of the Absorption-Type Company Split is a simple absorption-type company split that is expected to result in a decrease in the Company’s total assets of less than 10 per cent of the Company's net assets as of the end of the immediately preceding fiscal year, as well as a decrease in the Company’s net sales of less than 3 per cent of the net sales for the immediately preceding fiscal year. Therefore, a part of disclosure items and content has been omitted from the Company’s disclosure.
In addition, the item numbers and defined terms used herein shall be in accordance with the definitions set forth in the Timely Disclosure Dated December 24, 2025. Items that were determined, and items that have been changed, after the announcement of the Timely Disclosure Dated December 24, 2025 are underlined below. Descriptions of the items that remain unchanged have been omitted.
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