Resonac Crasus Chemical Spin-Off Advances Toward TSE Listing

Resonac Plans Partial Spin-Off of Crasus Chemical

On August 25, Resonac Holdings Corporation resolved to execute a partial spin-off of Crasus Chemical Inc., its wholly owned subsidiary operating the petrochemical business, effective October 1. The execution of the spin-off is subject to approval for the listing of Crasus Chemical’s common shares from the Tokyo Stock Exchange (TSE), with that approval remaining in force. Resonac Crasus Chemical spin-off advances toward TSE listing as the transaction moves toward its planned effective date. Crasus Chemical’s products are used in the automotive, electronics, and other industries, making the restructuring relevant to multiple industrial supply chains.

Share Distribution and Ownership Structure

Resonac plans to distribute Crasus Chemical shares as an in-kind dividend to shareholders appearing in its register of shareholders as of September 30, at a ratio of one Crasus Chemical share for each Resonac common share held. Crasus Chemical is scheduled to list on the TSE Standard Market on September 29. After the spin-off, Resonac will continue to hold a stake in Crasus Chemical, but its ownership interest will fall below 20%. Crasus Chemical will cease to be a consolidated subsidiary of Resonac and is expected to fall outside the scope of the equity method. The impact on Resonac’s consolidated financial results is currently under review.

Crasus Chemical Business and 2025 Financial Results

Crasus Chemical Inc. was established in August 2024 and commenced business operations in January 2025 after taking over Resonac’s petrochemical business. Its main production base is the Oita Petrochemical Complex. The company manufactures and sells basic petrochemical products such as ethylene and propylene, organic chemical products with acetic acid as the principal raw material, and synthetic resin products. For the fiscal year ended December 31, 2025, Crasus Chemical recorded net sales of JPY 303.926 billion and operating income of JPY 4.211 billion, providing a financial baseline for the business as it transitions toward independent status.

Restructuring Timeline and Regulatory Approval

Resonac began considering a partial spin-off of its petrochemical business in February 2024. Crasus Chemical subsequently applied for listing on the TSE in April 2026, and Resonac received approval for its business restructuring plan from Japan’s Ministry of Economy, Trade and Industry in June. The planned transaction follows that restructuring process and is intended to separate the petrochemical business while retaining a minority interest for Resonac. A partial spin-off separates a subsidiary from its parent by distributing most of the subsidiary’s shares to the parent’s shareholders while allowing the parent to retain a minority stake.

Expected Impact of the Partial Spin-Off

The transaction may qualify for preferential tax treatment if specified requirements are met. The structure therefore combines a planned ownership reduction with a distribution of Crasus Chemical shares directly to eligible Resonac shareholders. Following completion, Crasus Chemical is expected to operate outside Resonac’s consolidated subsidiary structure, while Resonac retains an interest below 20%. The company’s planned TSE Standard Market listing on September 29 precedes the October 1 effective date of the spin-off, subject to the required listing approval being obtained and not revoked.

Frequently Asked Questions

What is Resonac doing with Crasus Chemical?
Resonac is executing a partial spin-off that will separate Crasus Chemical from its consolidated subsidiary structure while allowing Resonac to retain a minority ownership interest. Under the plan, Crasus Chemical shares will be distributed to Resonac shareholders as an in-kind dividend at a ratio of one Crasus Chemical share for each Resonac common share held. Crasus Chemical is scheduled to list on the TSE Standard Market on September 29, while the spin-off is planned to become effective October 1, subject to required listing approval.