Event Publicly Available Information:
On December 9, 2015 Mitsubishi Chemical Holdings Corporation (“MCHC”) announced its decision to integrate three consolidated subsidiaries: Mitsubishi Chemical Corporation (“MC”), Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd. (“MRC”) in an absorption-type merger with MRC as surviving corporation effective April 1, 2017 (“Merger”). Please see, e.g., p. 21 of the December 9, 2015 presentation.
On March 31 (in English) (or April 1 in Japanese) MCHC announced the completion of the Merger effective April 1, 2017.
Under Section 2.2(a)(vii) of the 2014 Definitions, an entity other than a Sovereign will be the Universal Successor of the Reference Entity, generally, if (i) it assumes all of the obligations of the Reference Entity, (ii) at least one of the assumed obligations is a Relevant Obligation and (iii) the Reference Entity has ceased to exist. Generally, under Article 750 of the Companies Act of Japan an absorption-type merger is an operation pursuant to which the surviving company succeeds to the rights and obligations of the extinguished company on the effective date. The non-consolidated mandatorily published financial statements (kessan koukoku) of MC dated as of March 31, 2017 indicate approximately JPY36.8 billion of borrowings by MC as of such date that appear to constitute Relevant Obligations since they are from non-affiliates. Although the mandatorily published financial statements of MC dated as of March 31, 2017 are in Japanese, they are similar in format to the English-language non-consolidated financial statements of MC dated as of March 31, 2016 included in the Form CB filed with the US SEC on November 1, 2016 in connection with a share exchange by Nippon Kasei Chemical Co., Ltd. for shares of MC.
Accordingly as a result of the Merger MRC (as surviving corporation, subsequently renamed Mitsubishi Chemical Corporation) appears to qualify as the Universal Successor of MC under the 2014 Definitions.
12/9/15 Presentation
Announcement of Completion of Merger
3/31/17 MC Financial Statements
Form CB with 3/31/16 MC English Financial Statements
| Date | Description | Document |
|---|---|---|
| Closed | ||
| Request Accepted by DC | ||
| Request Accepted by DC |