ENEOS Corporation signed an agreement to acquire Elastomers Business from JSR Corporation (TSE:4185) for an enterprise value of approximately ¥120 billion on May 11, 2021. JSR and ENEOS have agreed on an enterprise value of ¥115 billion for the Elastomers business, and the final stock transfer price will be determined after adjustments are made in consideration of the cash and deposits, interest-bearing debt, various other liabilities and assets, and working capital of the Elastomers business as of the completion of the absorption-type split. JSR will establish a new company named “Japan Synthetic Rubber Spin-off Preparation Co., Ltd. (tentative)” and will transfer the elastomers business and the shares of subsidiaries and affiliates related to this business to the new company by splitting the company. After that, ENEOS is expected to acquire all the shares of the new company and make it a wholly owned subsidiary. As at March 31, 2021, the Elastomer business had total assets of ¥183 billion. For the year ended March 31, 2021, the Elastomer business had revenues of ¥143 billion. The completion of the Company Separation and the Stock Transfer are subject to the necessary clearances, permits and approvals under domestic and international competition laws and other laws and regulations. The transaction is expected to close on April 1, 2022. The impact of this transaction on consolidated financial results of JSR ending March 31, 2022 is expected to be minimal. GCA Advisors, LLC and Edelman Japan acted as financial advisor to JSR Corporation in this transaction. Tomoko Nakajima, Takeshi Nakao, Jochen Ellrott, Bui Thanh Tien, and Kaori Yamada of Freshfields Bruckhaus Deringer acted as legal advisors to ENEOS Corporation. Freshfields teams in Hong Kong, Shanghai, Hamburg, Brussels, New York City, Ho Chi Minh City and Hanoi provided support on due diligence and transaction structuring. The Freshfields teams also coordinated local counsel in Hungary, Thailand, India, South Korea, Indonesia and Mexico.

ENEOS Corporation completed the acquisition of Elastomers Business from JSR Corporation (TSE:4185) on April 1, 2022.