• Notice of Establishment of New Company and Planned Corporate Split, with Revision of the Articles of Incorporation (Change of Trade Name and Business Purpose) Due to Adoption of a Holding Company Structure

As announced by the “Notice of Adoption of a Holding Company Structure through a Corporate Split” on April 26, 2010, TOYO INK MFG. CO., LTD. plans to adopt a holding company structure beginning April 1, 2011 (plan). The Company announces that a meeting of its Board of Directors held today determined the details of a plan for the establishment of new companies through a corporate split relating to the adoption of a holding company structure. The details are set out below.
A change to a holding company structure will be carried out with the establishment of new companies through the corporate split, and the printing and information-related business and the package-related business, both of which have been operated by the Company, will be taken over by “TOYO INK CO., LTD.,” while the polymer, painting and processing-related business and the color materials and functional materials-related business, which have also been operated by the Company, will be taken over by “TOYOCHEM CO., LTD.” (in a process hereinafter collectively referred to as the “Company Split”). The Company Split involves the establishment of new companies through a corporate split conducted solely by the Company. Therefore, disclosure is made by omitting certain matters and details. In addition, shares in relevant domestic affiliates that are held by the Company will be taken over by each company to be established through the split.
On the day the Company Split take effect, the Company will change its trade name to “TOYO INK SC HOLDINGS CO., LTD.” The purpose of its business will be changed in line with its business after the adoption of a holding company structure. The Company Split and the change of trade name and purpose (revision of the Articles of Incorporation) are conditional on the approval of the ordinary general meeting of shareholders scheduled for on June 29, 2010.

1. New Company Establishment and Corporate Split for the Adoption of a Holding Company Structure
   1. Purpose of corporate split
      The purpose of adopting a holding company structure for the TOYO INK Group in consideration of the future growth strategy is as shown below:
      1. Enhancing the value of the entire TOYO INK Group by positioning a holding company as the core company
         Under a new management system that positions a holding company as the core company, looking ahead to the next 100 years, the Company will aim to achieve a balance between what is optimum for the entire Group and what is optimum for each individual business by strengthening the Group’s strategic functions and enhancing overall Group value.
      2. Strengthening of functions to create value for each business company
         The Company will strengthen functions to create value in each business by making clear the responsibilities and authority in individual businesses, improving the speed of decision-making, such as the strategic recombination of business areas, and operating flexibly in a way that is appropriate to the business environments.
      3. Demonstrating Group synergy
         The Company will strengthen the management system of the TOYO INK Group through cooperation among independent individual businesses, and will maximize synergies on a global basis.
          
   2. Summary of Corporate Split
      1. Schedule
         Meeting of the Board of Directors to resolve to conduct a corporate split: May 17, 2010
         Ordinary general meeting of shareholders to approve a corporate split: June 29, 2010 (scheduled)
         Effective date and registration of corporate split: April 1, 2011 (scheduled)
      2. Method of corporate split
         This is a new company establishment through a corporate split in which the Company will establish and spin off companies and “TOYO INK CO., LTD.” and “TOYOCHEM CO., LTD.” will be created through the corporate split.
      3. Decrease in capital stock, etc. as a result of the corporate split
         There will be no change in the capital stock, etc. of the Company as a result of the Company Split.
      4. Handling of equity warrants and bonds with equity warrant of the splitting company
         The Company has not issued any equity warrant and bond with equity warrant.
      5. Rights and obligations to be taken over by companies newly established through a corporate split
         Rights and obligations that “TOYO INK CO., LTD.” will take over from the Company will be assets, liabilities and other rights and obligations that belong to the manufacturing and sales business relating to printing, information and package as of the effective date, unless otherwise provided in the new establishment and corporate split plan approved by the Board of Directors on May 17, 2010.
         The rights and obligations that “TOYOCHEM CO., LTD.” will take over from the Company will be assets, liabilities and other rights and obligations that belong to the manufacturing and sales business relating to polymer, painting and processing, color materials and functional materials as of the effective date, unless otherwise provided in the new establishment and corporate split plan approved by the Board of Directors on May 17, 2010.
      6. Prospect for fulfillment of obligations
         At the Company and each company created through the corporate split, the amount of assets after the Company Split is expected to exceed the amount of liabilities. At this time, no situation that will cause a problem with the fulfillment of obligations to be assumed by all companies after the Company Split is expected. Accordingly, the Company judges that the obligations to be assumed by the Company and each company established through a corporate split after the Company Split can be fulfilled.
          
   3. Profile of Companies Involved in the Corporate Split
      1. Company being split (as of March 31, 2010)

         (i) Trade name	TOYO INK MFG. CO., LTD.
         (ii) Details of business	Manufacture and sale relating to Printing & Information, Packaging Materials, Polymers & Coatings, and Colorants & Functional Materials
         (iii) Date of incorporation	January 15, 1907
         (iv) Head office address	3-13, Kyobashi 2-chome, Chuo-ku, Tokyo
         (v) Position and name of representative	Kunio Sakuma, President and CEO
         (vi) Capital stock	¥31,733 million
         (vii) Number of outstanding shares	303,108,724 shares
         (viii) Net assets	¥127,900 million
         (ix) Total assets	¥225,001 million
         (x) Closing date	March 31
         (xi) Major shareholders and their shareholding	Toppan Printing Co., Ltd. 22.87% Japan Trustee Services Bank, Ltd. (trust account) 5.59% The Master Trust Bank of Japan, Ltd. (trust account) 4.73%

          
      2. Companies created through a corporate split (as of the time of incorporation on April 1, 2011 (plan))

         (i) Trade name	TOYO INK CO., LTD.
         (ii) Details of business	Manufacture and sale relating to Printing & Information, and Packaging Materials
         (iii) Date of incorporation	April 1, 2011
         (iv) Head office address	3-13, Kyobashi 2-chome, Chuo-ku, Tokyo
         (v) Position and name of representative	Not yet determined
         (vi) Capital stock	¥500 million
         (vii) Number of outstanding shares	10,000 shares
         (viii) Net assets	¥23,049 million
         (ix) Total assets	¥71,850 million
         (x) Closing date	March 31
         (xi) Major shareholders and their shareholding	TOYO INK SC HOLDINGS CO., LTD.    100%

          

         (i) Trade name	TOYOCHEM CO., LTD.
         (ii) Details of business	Manufacture and sale relating to Polymers & Coatings, and Colorants & Functional Materials
         (iii) Date of incorporation	April 1, 2011
         (iv) Head office address	3-13, Kyobashi 2-chome, Chuo-ku, Tokyo
         (v) Position and name of representative	Not yet determined
         (vi) Capital stock	¥500 million
         (vii) Number of outstanding shares	10,000 shares
         (viii) Net assets	¥14,016 million
         (ix) Total assets	¥52,611 million
         (x) Closing date	March 31
         (xi) Major shareholders and their shareholding	TOYO INK SC HOLDINGS CO., LTD.    100%

         * Net assets and total assets are prepared based on the Company’s balance sheet as of March 31, 2010
         * Items not yet determined will be disclosed as soon as they are determined.
          
   4. Profile of Business Divisions Involved in the Split
      1. Details of business of divisions to be split

         	Details of business
         Printing & Information-related business Packaging Materials-related business	Manufacture and sale of offset ink, gravure ink, printing machines, printing equipment, prepress systems, printing materials, gravure cylinder reproductions, metal ink, electronic materials, and ink jet materials, etc.
         Polymers & Coatings-related business Colorants & Functional Materials-related business	Manufacture and sale of paints used for the internal and external faces of cans, resin, adhesives, waxes, coating materials, organic pigment, processed pigment, synthetic resin colorant, colored resin, materials for color filter, and natural materials, etc.

          
      2. Business results of divisions to be split (as of March 31, 2010)    (Unit: million yen)

         	Business results of divisions to be split (a)	Consolidated results (b)	Ratio (%)  (a/b)
         Sales	161,674	226,074	71.5%
         Gross profit	32,085	52,024	61.7%
         Operating profit	6,660	13,339	49.9%

          
      3. Items and amount of assets and liabilities to be split (as of March 31, 2010)
         [Printing and information-related business, and package-related business]    (Unit: million yen)

         Assets		Liabilities
         Item	Book value	Item	Book value
         Current assets	42,704	Current liabilities	17,713
         Fixed assets	29,146	Fixed liabilities	31,087
         Total	71,850	Total	48,801

          
         [Polymer, painting and processing-related business, and color materials and functional materials-related business]    (Unit: million yen)

         Assets		Liabilities
         Item	Book value	Item	Book value
         Current assets	25,730	Current liabilities	18,049
         Fixed assets	26,880	Fixed liabilities	20,544
         Total	52,611	Total	38,594

          
   5. Conditions of the Company after the corporate split (as of April 1, 2011 (plan))

      (1) Trade name	TOYO INK SC HOLDINGS CO., LTD.
      (2) Details of business	Planning of the Group’s strategy and control and management of each business company as holding company
      (3) Head office address	3-13, Kyobashi 2-chome, Chuo-ku, Tokyo
      (4) Position and name of representative	Kunio Sakuma, President and CEO
      (5) Capital stock	¥31,733 million
      (6) Closing date	March 31
      (7) Future outlook	The Company Split is new company establishment through a corporate split to establish wholly owned subsidiaries. It will therefore have little effect on consolidated results.

       
   6. Partial Revision of the Articles of Incorporation with the Adoption of a Holding Company Structure
      1. Purpose of the revision of the Articles of Incorporation
         The purpose of the revision of the Articles of Incorporation shall be to change the trade name and business purpose in line with the holding company structure, due to the adoption of a holding company structure through the Company Split.
          
      2. Details of the revision of the Articles of Incorporation
         As shown in Attachment 1
          
      3. Schedule
         Ordinary general meeting of shareholders to approve the revision of the Articles of Incorporation: June 29, 2010 (plan)
         Effective date of the revision of the Articles of Incorporation: April 1, 2011 (plan)
          
2. Change of trade name
   The Company plans to change its trade name from TOYO INK MFG. CO., LTD. to TOYO INK SC HOLDINGS CO., LTD. on April 1, 2011, conditional on the approval of the ordinary general meeting of shareholders to be held on June 29, 2010.
    
3. Change of business purpose
   The Company plans to change its business purpose to the planning of management strategies as a holding company, the supervision of business execution, management advice, businesses incidental to these, and new business development, etc. on April 1, 2011, conditional on the approval of the ordinary general meeting of shareholders to be held on June 29, 2010. The details are as shown in Attachment 1.

[Attachment 1] Partial Revision of Articles of Incorporation:    See PDF

[Attachment 2] Group Organization Before and After Adoption of a Holding Company Structure (Skeleton Chart):    See PDF.

PDF file (114.7KB)