2024.10.21
Taiyo Oil Co., Ltd. (hereinafter referred to as "the Company") hereby announces that its Board of Directors, at a meeting held on October 10, 2024, resolved that the Company would merge with its wholly owned subsidiary Nansei Sekiyu K.K. (hereafter, “Nansei Sekiyu”) by way of an absorption-type merger (hereafter, “the Merger”), with December 1, 2024 as the effective date.
Purpose of the Absorption-Type Merger
Seven years have passed since the Company made Nansei Sekiyu a wholly owned subsidiary in December 2016.
Nansei Sekiyu has played an important role within the Taiyo Oil Group as a stable supplier of petroleum products and an export base in Okinawa Prefecture.
Today, it is an integral part of our Group as a site for carbon-neutral initiatives and potential new business ventures.
Through this merger, the Company and Nansei Sekiyu will establish a structure that allows for more efficient and swift decision-making.
As the Company is currently considering the production and sale of SAF and renewable diesel made from ethanol, it will proactively explore ways to utilize Nansei Sekiyu's vast land holdings, existing tanks, and other infrastructure.
At the same time, the Company will strengthen its efforts toward carbon neutrality and other initiatives while fulfilling its commitment to a stable supply of petroleum products and maintaining Nansei Sekiyu role as a base for suppling and exporting petroleum products to Okinawa Prefecture.
Outline of the Merger
Schedule for the Merger
| Board of Directors resolution | October 10, 2024 |
| Merger agreement conclusion date | October 15, 2024 |
| Extraordinary shareholders meeting resolution | Late November 2024 (planned) |
| Merger effective date | December 1, 2024 (planned) |
Method of the Merger
The merger will be conducted as an absorption-type merger, with the Company as the surviving company
and Nansei Sekiyu as the absorbed company.
The merger is subject to approval and resolution at the extraordinary shareholders meeting scheduled for
late November 2024.
Overview of the Parties Involved in the Merger (As of April 1, 2024)
| Surviving company in the absorption-type merger | Absorbed company in the absorption-type merger | |
|---|---|---|
| Name | Taiyo Oil Co., Ltd. | Nansei Sekiyu K.K. |
| Location | 2-2-3 Uchisaiwai-cho, Chiyoda-ku, Tokyo, Japan | 858 Onaha, Nishihara-cho, Okinawa, Japan |
|
Representative (Position and Name) |
President & CEO Takahiro Yamamoto |
President Osamu Murakami |
| Business | Manufacturing and sales of petroleum products | Storage and management of crude oil and petroleum products |
| Capital | JPY 400 million | JPY 105 million |
| Date of establishment | February 1941 | May 1968 |
| Fiscal year-end | March 31 | March 31 |
Post-Merger Status
There will be no changes to the Company’s name, location, representative’s position or name, business, and fiscal year-end as a result of this merger.