Details of the corporate separation are still undecided but will be announced at the conclusion of the Corporate Separation Agreement.
On the same day of the corporate separation, AX will merge with and succeed Asahi Glass Housing Materials Co., Ltd. (Head Office: Chiyoda-ku, Tokyo; President & CEO: Koichi Asanuma, hereafter “AGH”), a wholly owned subsidiary of Asahi Glass selling processed glass for construction, and AX will change its corporate name to AGC Glass Products Co., Ltd.
1. Purpose of Corporate Separation
By integrating manufacturing, marketing and sales activities of processed glass, which are currently operated by different companies, Asahi Glass aims to accelerate decision making and to expand sales of high value-added products.
2. Outline of Corporate Separation
(1) Schedule for Corporate Separation (Spin-off will be conducted as a simplified procedures.)
January 18, 2007 Resolution of basic policies of Corporate Separation
Middle of March 2007 (provisional) Resolution and Conclusion of Corporate Separation Agreement
May 1, 2007 (provisional) Effective Date of Corporate Separation
*This separation will be conducted through the simplified procedures provided under the Company Law of Japan, for which a resolution of the shareholders’ meeting will not be required.
(2) Method of Separation
Short form corporate separation in which AX is the company succeeds the business and Asahi Glass is the succeeded company.
(3) Allocation of Shares
The number of shares AX to be issued in connection with the merger, which will be allocated only to Asahi Glass, is undecided.
(4) Basis for this Allocation of Shares
The Successor Company (AX) is a wholly-owned subsidiary of Asahi Glass. In addition, in this separation the book values of assets and liabilities will be carried over, and since this separation is a short form corporate separation, in which all the shares to be issued by AX will be allocated to Asahi Glass. For this reason, discussions will be held with both companies to decide the number of shares to apportion.
(5) Decrease in capital etc. due to corporate separation
There will be no decrease in capital in Asahi Glass etc. in connection with this separation.
(6) Handling of stock acquisition rights and bonds with stock acquisition rights
The stock acquisition rights of AX shall not be delivered to the holders of the stock acquisition rights of Asahi Glass. Furthermore, there are no relevant items relating to bonds with stock acquisition rights.
(7) Rights and Obligations to be Succeeded by the Successor Company
The Successor Company (AX) is expected to succeed from Asahi Glass those portions of the assets and liabilities with respect to the Processed Glass for Construction Business and the related and ancillary businesses of Asahi Glass as of the Date of Corporate Separation, which are considered to be necessary for future operation of the relevant business. The employees working for the Processed Glass for Construction Business as of the date of corporate separation are expected to be dispatched from Asahi Glass to the Successor Company.
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