Tokai Carbon : and Thai Tokai Carbon Product to acquire BRIDGESTONE CARBON BLACK (THAILAND) CO., LTD.

5301.T

Published on 07/07/2025 at 02:38

For immediate release

July 7, 2025

Company name: Tokai Carbon Co., Ltd. Representative: Hajime Nagasaka, President&CEO (Stock code: 5301: Prime Market, Tokyo Stock Exchange) Contact information: Tsunayuki Sato, Executive Officer,

Corporate Planning Department

Telephone: +81-50-1702-4901

Tokai Carbon Co., Ltd. (hereinafter "Tokai Carbon" or "we") is pleased to announce that an extraordinary Board meeting was held today and approved of signing the share purchase agreement for the acquisition of all shares of BRIDGESTONE CARBON BLACK (THAILAND) CO., LTD. (hereinafter "BSCB"), owned by Bridgestone Corporation (hereinafter "Bridgestone") and Asahi Carbon Co., Ltd. This acquisition will be conducted jointly with Thai Tokai Carbon Product Co., Ltd. (hereinafter "TCP"), our consolidated subsidiary in Thailand (hereinafter "the transaction"). Upon completion of the transaction, Tokai Carbon will acquire 1% and TCP will acquire 99% of the shares, and BSCB is expected to become our consolidated subsidiary.

Reasons for Share Acquisition

In February of this year, we formulated "Vision 2030," which describes the ideal state for the Tokai Carbon group in 2030 and the strategies to achieve it. Through "Vision 2030", we aim to transform our business portfolio by promoting three initiatives towards our long-term vision: "Drastic structural reforms," "Commitment to growth markets," and "Sustainable value creation."

BSCB is Bridgestone's internal carbon black manufacturing subsidiary, primarily supplying carbon black to Bridgestone's various manufacturing facilities worldwide.

Tokai Carbon operates its global carbon black business in four countries: Japan, Thailand, Canada, and the United States. By making BSCB a consolidated subsidiary of Tokai Carbon through this initiative, we'll promote global collaboration and co-creation with Bridgestone, further strengthening our partnership. Additionally, integrating BSCB into our carbon black business operations will allow us to achieve even greater supply stability and improve competitiveness. As a result, we'll realize the "Commitment to growth markets" stated in our long-term vision and drive further growth in our carbon black business.

Overview of BSCB

(1) Name of company

BRIDGESTONE CARBON BLACK(THAILAND) CO.,LTD.

(2) Location

4/11 MOO 2 T.Nongbua A.Bunkhai Rayong 211201,THAILAND

(3) Job title and name of representative

Hiroki Uzuno, Managing Director

(4) Business

description

Manufacture and sale of carbon black

(5) Capital

THB 1,787 million (As of Dec.31, 2024)

(6) Date of

establishment

November 16, 2001

Major shareholders

(7) and Ownership ratios

Bridgestone Corporation (97%), Asahi Carbon Co., Ltd. (3%)

(8) Relationship with BSCB

Capital relationship

None

Personnel relationship

None

Business relationship

None

(9) Business results and financial positions for the last three years (inTHB) *

As of / Fiscal year

ended

Dec.31, 2022

Dec.31, 2023

Dec.31, 2024

Net assets

2,162 million (JPY9,622 million)

2,094 million (JPY9,319 million)

2,070 million (JPY9,213 million)

Total assets

2,435 million (JPY10,836 million)

2,367 million (JPY10,533 million)

2,348 million (JPY10,448 million)

Net sales

2,922 million (JPY13,002 million)

2,469 million (JPY10,988 million)

2,347 million (JPY10,445 million)

Operating profit

265 million (JPY1,179 million)

10 million (JPY44 million)

54 million (JPY239 million)

Net profit for the period

222 million (JPY986 million)

7 million (JPY31 million)

42 million (JPY187 million)

Net assets per share

1,210(JPY5,385)

1,172(JPY5,216)

1,159(JPY5,157)

Net profit for the period per share

124(JPY552)

4(JPY17)

23(JPY105)

Dividend per share

33(JPY146)

42(JPY187)

37(JPY164)

*Applied exchange rate is JPY4.45 to the THB in accordance with final official TTM quotation by MUFG Bank, Ltd. on July 4, 2025

Overview of Bridgestone Corporation

(1) Name of company

Bridgestone Corporation

(2) Location

1-1, Kyobashi 3-chome, Chuo-ku, Tokyo

(3) Job title and name of representative

Shuichi Ishibashi, Member of the Board

Global CEO and Representative Executive Officer

(4) Business description

Premium tire business, Solutions business, Chemicals and industrial products and diversified products business, etc.

(5) Capital

JPY 126,354 million (As of Dec.31, 2024)

(6) Date of establishment

March 1, 1931

(7) Net assets

JPY 1,548,873 million (As of Dec.31, 2024)

(8) Total assets

JPY 2,114,128 million (As of Dec.31, 2024)

Major shareholders and

(9) ownership ratios (As of Dec.31, 2024)

The Master Trust Bank of Japan, Ltd. (Trust account)

14.50%

Ishibashi Foundation

11.20%

Custody Bank of Japan, Ltd. (Trust account)

5.63%

Hiroshi Ishibashi

3.07%

Nagasaka Corporation

2.38%

SMBC Nikko Securities Inc.

2.11%

Nippon Life Insurance Company

1.93%

STATE STREET BANK WEST CLIENT - TREATY

505234 (Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)

1.92%

Barclays Securities Japan Limited BNYM (Standing 1.61% proxy: MUFG Bank, Ltd.)

STATE STREET BANK AND TRUST COMPANY 505001

(Standing proxy: Settlement & Clearing Services 1.49% Department, Mizuho Bank, Ltd.)

(10) Relationship with Bridgestone

Corporation

Capital relationship

None

Personnel relationship

None

Business relationship

Tokai Carbon group is one of the carbon black suppliers.

Related party relationship

None

(1) Name of company

Asahi Carbon Co., Ltd.

(2) Location

2, Kamomejima-cho, Higashi-ku, Niigata City, Niigata

(3) Job title and name of representative

Kojiro Torisu, President

(4) Business description

R&D, manufacturing, and sales of carbon black products

(5) Capital

JPY 1,720 million (As of Dec.31, 2024)

(6) Date of establishment

June, 1951

(7) Net assets

JPY 13,574 million (As of Dec.31, 2024)

(8) Total assets

JPY 19,813 million (As of Dec.31, 2024)

(9) Major shareholders and ownership ratios

Bridgestone Corporation 100%

(10) Relationship with Asahi Carbon Co., Ltd.

Capital relationship

None

Personnel relationship

None

Business relationship

None

Related party relationship

None

Overview of TCP

(1) Name of company

Thai Tokai Carbon Product Co., Ltd.

(2) Location

9th Floor, Harindhorn Tower, 54 North Sathorn Road, Silom, Bangrak, Bangkok 10500, Thailand

(3) Job title and name of representative

Tatsuhiko Yamazaki, Managing Director

(4) Business description

Manufacture and sale of carbon black

(5) Capital

THB 5,700 million(JPY25,365 million) * (As of Dec.31, 2024)

*Applied exchange rate is JPY4.45 to the THB in accordance with final official TTM quotation by MUFG Bank, Ltd. on July 4, 2025

Number of shares to be acquired and shareholding before and after the Transaction

(1) Number of shares held before the transaction

Tokai Carbon

0 shares

(Number of voting rights: 0 units) (Percentage of voting rights held: 0%)

TCP

0 shares

(Number of voting rights: 0 units) (Percentage of voting rights held: 0%)

Number of shares to be

(2) acquired through the transaction

Tokai Carbon

17,867 shares

(Percentage of voting rights: 17,867 units)

TCP

1,768,824 shares

(Number of voting rights: 1,768,824 units)

(3) Number of shares held after the transaction

Tokai Carbon

17,867 shares

(Number of voting rights: 17,867 units) (Ratio of voting rights held: 1%)

TCP

1,768,824 shares

(Number of voting rights: 1,768,824 units) (Ratio of voting rights held: 99%)

Schedule

(1) Execution of the share purchase agreement

July 7, 2025

(2) Completion of the share acquisition

September 30, 2025 (scheduled)

Outlook

The impact of the transaction on our consolidated performance for the fiscal year is currently being evaluated. Any material impact this may give to our future performance will be disclosed as soon as identified.

Disclaimer

Tokai Carbon Co. Ltd. published this content on July 07, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 07, 2025 at 06:37 UTC.