Nippon Steel & Sumitomo Metal Corporation and Nisshin Steel Co Ltd resolved at their respective board of directors’ meetings held to conduct a share exchange effective as of January 1, 2019 wherein NSSMC will become a wholly owning parent company and Nisshin Steel will become a wholly owned subsidiary, making Nisshin Steel a wholly owned subsidiary of NSSMC, in order to realize the maximum effects of synergies at an early stage by accelerating the mutual utilization of management resources and further promoting deeper alliances in the NSSMC group. NSSMC and Nisshin Steel entered into a share exchange agreement regarding the Share Exchange
The Share Exchange will be conducted effective as of January 1, 2019 in the following manner: The Share Exchange will be conducted through a short-form share exchange procedure under Article 796, paragraph 2 of the Companies Act, under which no approval at a shareholders meeting is required, with respect to NSSMC. With respect to Nisshin Steel, the Share Exchange Agreement will be approved at Nisshin Steel’s extraordinary shareholders meeting to be held around December 2018.
Prior to the effective date of the Share Exchange, common shares of Nisshin Steel will be delisted from the First Section of Tokyo Stock Exchange Inc on December 26, 2018 (the last day of trading will be December 25, 2018).
Further, in order to maximize synergy in the NSSMC group’s stainless steel business at an early stage, NSSMC, Nisshin Steel, and Nippon Steel & Sumikin Stainless Steel Corporation resolved at their respective board of directors’ meetings held today that NSSC will assume part of the steel sheet business contained within the special stainless steel business (steel sheets, shaped steel) of NSSMC and the steel sheet business contained within the stainless steel business (steel sheets, steel pipes and tubes) of Nisshin Steel around April 1, 2019, after the Conversion into a Wholly Owned Subsidiary, resulting from the Share Exchange, and the three companies entered into a basic agreement regarding the Integration of Stainless Steel Sheet Business.
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