Kawashima shares will be delisted from Tokyo Stock Exchange

17 May '11

5 min read

Based on above reasons, JSGC and Kawashima decided the Share Exchange at respective board of directors' meeting held on May 16, 2011 and signed the Share Exchange agreement.

(2) Delisting of Kawashima on TSE

Through the Share Exchange, Kawashima will become a wholly owned subsidiary of JSGC on August 1, 2011. Pursuant to TSE delisting regulations, Kawashima will be delisted on July 27, 2011 (scheduled last trading day is July 26, 2011) Kawashima shareholders, with exception of JSGC, will be allotted of JSGC common stocks in accordance with the exchange procedures outlined in the section 2 (2) below pursuant to the Share Exchange Agreement.

(3) Reasons for Delisiting and Alternative Measures

The reason for the Share Exchange is as described in above section 1 (1), and the delisting itself is not the major objective.

JSGC's common stock to be allotted and delivered in exchange for Kawashima shares in the Share Exchange are listed on the three domestic stock exchanges including TSE that shareholders who have Kawashima shares of 2,858 or more can trade them in the markets. On the other hand, shareholders who have less than 2,858 shares will be allocated less than one trading unit (100 shares) of JSGC shares which cannot be traded on the market, however, such shareholders may use the Special Dealing Services.

(4) Measures to Ensure Fairness

To ensure fairness of the Share Exchange ratio both companies have respectively assigned an independent and disinterested third party to evaluate the Share Exchange ratio. Based on such evaluations, JSGC and Kawashima negotiated and agreed on the Share Exchange ratio at which the Share Exchange is to be conducted. Nomura Securities Co., Ltd ("Nomura") was commissioned by JSGC and Sumitomo Mitsui Banking Corporation ("SMBC") was commissioned by Kawashima for the calculation of Share Exchange ratio as disinterested third parties. The companies respectively received calculation documents, however, did not obtain fairness opinions from corresponding independent and disinterested third party institutions.

(5) Measures to Prevent a Conflict of Interest

Since there is no JSGC board member who is also a Kawashima board member, and vice versa, particular measures to prevent conflicts of interest have not been taken.

JS Group Corporation

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