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April 28, 2006
Mitsubishi Chemical Holdings Corporation
Mitsubishi Chemical Holdings Corporation ("MCHC") (Head office: Minato-ku, Tokyo; President: Ryuichi Tomizawa) passed a resolution at the meeting of its Board of Directors held on April 28, 2006 to acquire from its wholly owned subsidiaries, Mitsubishi Chemical Corporation (Head office: Minato-ku, Tokyo; President: Ryuichi Tomizawa) ("MCC") and Mitsubishi Pharma Corporation (Head office: Osaka-shi, Osaka; President: Takeshi Komine) the stocks of MCHC respectively held by the said subsidiaries, as well as decrease in capital reserve for the purpose of securing financial resources with this acquisition.
Here are the details:
1. Acquisition of treasury stock of MCHC from the wholly owned subsidiaries
(1) Objective and method
MCC and MPC have been under the requirement for a disposition of stocks of MCHC allotted to them at the establishment of MCHC by way of the stock-for-stock exchange, within a reasonable period of time after such allotment, pursuant to Article 135-3 of the Corporation Law. MCHC will acquire all the stocks held by MCC and MPC in cash through the negotiated transaction, pursuant to Articles 156-1 and 163 of the Corporation Law.
(2) Type and number of stocks to be held
Type of stock:Common stock
Number of stocks:434,049,642 (MCC: 424,662,290; MPC: 9,387,352)
(3) Total of acquisition value
To be resolved at the meeting of Board of Directors.
(Reference: Total market value as of April 27, 2006 is about 317.0 billion yen.)
(4) Time of acquisition
To be resolved at the meeting of Board of Directors, after the "effective date of decrease in capital reserve".
Note:
This is subject to approval by the shareholders of MCHC on the "decrease in capital reserve" at the first general meeting of shareholders scheduled for the end of June 2006.
2. Decrease in capital reserves
(1) Objective and method
The major objective is to secure financial resources for "acquisition of treasury stock of MCHC from the wholly owned subsidiaries". The method is to decrease the amount of capital reserve of MCHC and the amount equal to such decrease will be classified as "other capital surplus reserve" pursuant to Article 448-1 of the Corporation Law.
(2) Amount of capital reserve to be decreased
Capital reserve of 504,975,612,590 yen will become 12,500,000,000 yen decreased by 492,475,612,590 yen, which will be transferred to capital surplus reserve. Since the decreased amount will be transferred to "capital surplus reserve", the total amount of shareholders' equity will remain the same.
(3) Timetable for decreasing the capital reserve (Subject to change)
Resolution by the Board of Directors:April 28, 2006
General meeting of shareholders:End of June 2006
Date of public notice to creditors for objections:End of June 2006
The effective date of decrease in capital reserve is scheduled for July 31, 2006, after the expiry of the period for creditors to raise objections. The resolution by the Board of Directors to convene the first general meeting of shareholders is scheduled for May 11, 2006.
3. Financing for acquisition of treasury stock
The required fund for the "acquisition of treasury stock of MCHC from the wholly owned subsidiaries" will be financed through the dividends from MCC and MPC and borrowings from MCC and the MCC Group companies
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