Sumitomo Bakelite Co., Ltd.
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March 18, 2004
SUMITOMO BAKELITE CO., LTD.

Announcement of the Integration of Tsutsunaka Plastic Co., Ltd. as a Subsidiary Company

As a result of the tender offer implemented by Sumitomo Bakelite Co., Ltd. (Head office: Shinagawa,Tokyo. President: Tsuneo Moriyaj for Tsutsunaka Plastic Industry Co., Ltd., the latter became a subsidiary company of the former, the details of which are described as follows:


1. Reason for the acquisition

Sumitomo Bakelite and Tsutsunaka Plastic had a common view that both companies are required by customers to further proceed the collaborative works to comply with their needs and decided to intensify the capital partnership. For this reason Sumitomo Bakelite decided to enroll Tsutsunaka Plastic as one of its subsidiary companies by the acquisition through the tender offer enforced from February 23, 2004 to March 17, 2004.


2. Profile of Tsutsunaka Plastic
  1. Corporate Name: Tsutsunaka Plastic Industry Company Limited
  2. Location of the head office: 2-6, 1-chome, Doujimahama, Kita-Ku, Osaka City, Osaka Prefecture, Japan
  3. Representative: Kazuo Tada, the Representative Director, President
  4. Date of the founding of the company: February 3, 1929
  5. Main Lines of Business: Manufacturing and sales of various plastic sheets, and sheet waterproofing engineering
  6. Fiscal term: March 31
  7. Number of employees: 427 as of September 30, 2003
  8. Main business places:
    Head Quarters (in Osaka), Another Head Office (in Tokyo),
    Branch offices (in Nagoya, Fukuoka)
    Plants iin Tochigi, Naraj
    Research Laboratories (in Tochigi, Nara and Amagasaki)
  9. Capital stock authorized as of September 30, 2003: 10,063 million yen
  10. Total number of issued stocks as of September 30, 2003: 46,572,537 shares
  11. Major stockholders and shareholding ratios as of September 30, 2003
    Sumitomo Bakelite Co., Ltd. 27.62%
    Nippon Sheet Glass Co., Ltd. 15.37%
    Tsutsunaka Plastic's Customers' Shareholding Association 3.61%
    The Master Trust Bank of Japan, Ltd. (Trust account) 2.30%
    Japan Trustee Services Bank, Ltd. (Trust account) 1.69%
    Tsutsunaka Plastic's Employees' Shareholding Association 1.36%
    Sumitomo Chemical Co., Ltd. 1.33%
    Kaneka Corporation 1.26%
    Sekisui Jushi Corporation 1.23%
    Note: Tsutsunaka Plastic owns its treasury stocks of 1,837 thousand shares (shareholding ratio: 3.95%)
  12. Business results of the latest fiscal years
    Settlement date March 31, 2002 March 31, 2003
    Net sales 28,176 million yen 27,210 million yen
    Gross profit on sales 5,941 million yen 5,883 million yen
    Operating income 1,148 million yen 1,463 million yen
    Ordinary profit 1,376 million yen 1,564 million yen
    Current income 416 million yen 552 million yen
    Gross asset 42,348 million yen 40,007 million yen
    Shareholder's equity 29,082 million yen 28,659 million yen
    Dividend per share ¥8/year ¥8/year

3. Number and amount of acquired stocks and resulted changes in held shares before and after the acquisition
  1. Number of held shares before the movement: 12,864,000 shares (Share-holding ratio 27.62% )
    Number of the voting rights before the movement: 12,864 (Holding ratio 29.15%)
  2. Number of stocks acquired: 9,940,000 shares (in an amount of 4,771 million yen approx. and 9,940 of voting rights)
  3. Number of held shares after the movement: 22,804,000 shares (Shareholding ratio of 48.96%)
    Number of voting rights after the movement: 22,804 (Holding ratio 51.65%)
(Note 1) The share-holding ratios are calculated on the basis of the currently issued total number of shares, i.e. 46,572,537 shares of Tsutsunaka Plastic as of September 30, 2003.
(Note 2) The holding ratio of the voting right was based on the number of the voting right of Tsutsunaka Plastic, 44,177, cited from the semi-annual report of their 122nd fiscal year rendered on December 24, 2003.
Meantime, besides the above-mentioned stocks we own dummy stocks of 15,000 shares, which are counted in the calculation of the held ratio

4. Outlook

The financial outlook of Sumitomo Bakelite will not be influenced by this integration as a subsidiary company.


Contact:
Hideaki Ezaki, Director,
General Manager of Corporate Finance and Planning Department
Tel: 81-3-5462-3452
Fax: 81-3-5462-4876


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Copyright (C) 2002 SUMITOMO BAKELITE Co., Ltd.