News Releases 2022
Jan. 11, 2022
JGC Subsidiary JFC to Acquire SDMC Ceramics Business
Yokohama, Japan- JGC Holdings Corporation has announced that an agreement on the transfer of business was reached between consolidated subsidiary Japan Fine Ceramics Co., Ltd. (hereafter, "JFC"), a functional materials manufacturing company in the JGC Group, and Showa Denko Materials Co., Ltd. (hereafter, "SDMC"). Under the agreement concluded on December 28, 2021, JFC will acquire the ceramics business of SDMC.
1. Reasons for business acquisition
JFC plays a role in business expansion for high-performance functional materials manufacturing, a key strategy in the Group's medium-term business plan (BSP 2025). JFC manufacturing and sales is focused on ceramics and metal-matrix composites for general industrial equipment and semiconductor and liquid crystal production equipment, as well as substrates for thin-film circuits used in high-speed communications. JFC is also expanding business involving high thermal conductivity silicon nitride substrates for power semiconductors.
The business acquired from SDMC complements this existing business. It includes high-density silicon carbide ceramics, alumina ceramics, and zirconia-toughened alumina ceramics for automotive, semiconductor, and industrial equipment applications. These products are used in coolant pump seals for vehicle engines and precision positioning parts in semiconductor manufacturing equipment, among other applications where their properties are an advantage.
Careful review of the proposed acquisition as an option supporting sustainable growth led to the conclusion that it would enhance the feasibility of product development in growth segments (such as semiconductors and next-generation vehicles) by combining SDMC expertise in volume production and materials with JFC expertise in non-oxide ceramic materials and processing. JFC has therefore concluded an agreement to acquire the business.
On July 1, 2022, a new wholly owned SDMC subsidiary (hereafter, "new company") will take over the ceramic business from SDMC, and JFC will acquire all shares of the new company on the same day.
This acquisition will have little impact on the consolidated financial results of JGC Holdings for the fiscal year ending in March 2022.
2. Outline of the parties to the company split (absorption-type split) (as of January 11, 2022)
| Splitting company | New company | |
| (1) Company Name | Showa Denko Materials Co., Ltd. | TBD |
|
(2) Address of Head Office |
1-9-2, Marunouchi, Chiyoda-ku, Tokyo |
TBD |
|
(3) Name and Title of Representative |
Hidehito Takahashi, President and CEO |
TBD |
| (4) Principal lines of business | Manufacture, processing, and sale of functional materials and advanced components and systems | Manufacture, processing, and sale of Ceramics |
| (5) Capital | 15,454 million yen | TBD |
|
(6) Date of Establishment |
October 10, 1962 |
From February to March, 2022 (planned) |
|
(7) Main Shareholders and Shareholding Ratio |
HC Holdings K.K. 100% |
Showa Denko Materials Co., Ltd. 100% |
3. Execution date of the company split (absorption-type split) and the share transfer
July 1, 2022 (planned)
4. Outline of the purchaser of the shares (as of January 11, 2022)
| (1) Company Name | Japan Fine Ceramics Co., Ltd. |
|---|---|
|
(2) Address of Head Office |
3-10 Akedori, Izumi-ku, Sendai City, Miyagi Prefecture |
|
(3) Name and Title of Representative |
Hiroshi Tanaka, Representative Director and President |
| (4) Principal lines of business | Manufacturing and sales of fine ceramics made from materials such as silicon carbide and silicon nitride, exclusive metal matrix composites (MMC), and ceramic substrates for formation of thin film integrated circuits |
| (5) Capital | 300 million yen |
|
(6) Date of Establishment |
April 1984 |
|
(7) Main Shareholders and Shareholding Ratio |
JGC Holdings Corporation 100.0% |