Nippon Steel Announced Business Succession by Way of Company Split
OREANDA-NEWS. August 2, 2012. Nippon Steel Corporation (“Nippon Steel”) and Nippon Steel City Produce, Inc. (a wholly-owned subsidiary of Nippon Steel; “Nippon Steel City Produce”) announced that their respective Board of Directors passed a resolution today to cause Nippon Steel City Produce to succeed to a portion of Nippon Steel’s real- estate management/development business (the “Real Estate Management & Development Business) that Nippon Steel is carrying out at Oita Works and Kamaishi Works by way of a company split (an absorption- type split; the “Split”) with an effective date of September 5, 2012, and have entered into an absorption-type company split agreement.
Certain disclosure items/details have been abbreviated because the
1. Purpose of the company split
Nippon Steel has been conducting the Real Estate Management & Development Business as an ancillary business to its steelmaking business. It was decided, however, to cause Nippon Steel City Produce to succeed to the Real Estate Management & Development Business by way of a company split, in order to increase the consolidated corporate value of Nippon Steel Group by adjusting the line of business between each business segment.
2. Outline of the company split
(1) Schedule concerning the
Date of board of directors’ resolutions to approve the
Date of execution of the company split agreement: July 30, 2012
Planned date of the
Note: The Split will be conducted without obtaining approvals at the respective shareholders’ meetings of Nippon Steel and Nippon Steel City Produce because it satisfies the requirements set forth in Section 3, Article 784 (simplified split regarding the splitting company) and Section 3, Article 796 (simplified split regarding the succeeding company) of the Companies Act.
(2) Method of the
The
(3) Calculation method of allotment under the
The
(4) Decrease in stated capital, etc. under the
There will be no changes in Nippon Steel’s stated capital or reserve pursuant to the
(5) Handling of share options and bonds with share options in connection with the
Nippon Steel has not issued share options or bonds with share options.
(6) Rights and obligations assumed by the succeeding company
Pursuant to the
i. Assets and rights owned by Nippon Steel for the Real Estate Management & Development Business Real estate and any depreciable assets incidental thereto, etc.
ii. Agreements executed by Nippon Steel for the Real Estate Management & Development Business and any agreements incidental thereto
Land lease agreements, etc.
(7) Expectation on performance of liabilities
Even after the effective date of the
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