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Major Business Combinations in FY 2009 (Tentative Translation)

June 2/2010
Japan Fair Trade Commission

1. Notification system and other matters under the Antimonopoly Act concerning business combination plans
As a result of the 2009 amendment to the Antimonopoly Act, while it was previously set forth that the acquisition or ownership of stocks meeting certain requirements was to be reported to the Japan Fair Trade Commission (hereinafter referred to as the “JFTC”) after the fact, following the amendment, it is now necessary to notify the JFTC in advance. For business combinations where the companies combining businesses meet requirements such as having total amount of domestic sales of over 20 billion yen, as well as notifying the JFTC in advance, it is set forth that the companies concerned may not undertake the business combination to which the notification relates until 30 days have elapsed since receipt of the notification.
The JFTC reviews the business combinations for which it has received notifications under the Antimonopoly Act. When reports or materials are required from the notifying company, the notifying company will be requested to provide the reports, etc. within 30 days of the date of notification receipt, and in principle, a determination will be made under the Antimonopoly Act within 90 days of the date of receipt of the reports, etc.
When the JFTC finds the business combination violates the Antimonopoly Act, the cease and desist will be issued after the JFTC has notified a person who is to be the addressee of the said cease and desist order and given it an opportunity to express his or her opinions and to submit evidences (Reference 1, “Major Cases of Business Combinations in Fiscal 2009”). In addition, in the case of dissatisfaction with the cease and desist order, the recipient may request a decision by means of a hearing of the JFTC or a judicial decision.

2. Prior consultation regarding business combination plans
Separate from the notification system based on the provisions of the Antimonopoly Act described in section 1 above, prior consultations regarding business combination plans are sometimes conducted. This involves consultations conducted prior to notification from companies planning business combinations concerning whether the plans raise issues of concern in light of the provisions of the Antimonopoly Act, to which the JFTC provides aresponse. With respect to the application requirements and procedures, etc. for prior consultation, the “Policies Dealing with Prior Consultation Regarding Business Combination Plans” (hereinafter referred to as the “Consultation Policies”) specify that when an application is made for prior consultation, if necessary the JFTC shall, as a general rule, present a list of additional materials within 20 days and commence its initial review (as a general rule within 30 days) as of the date the additional materials have been submitted. Further, in the event a more detailed review (secondary review) is required, the JFTC will provide the parties concerned subject to the consultation with notice to that effect, request the submission of concrete materials deemed necessary to conduct the secondary review, and respond with the results of its review as a general rule within 90 days following the receipt of the materials concerned.
Although prior consultations have been established to enable companies to proceed smoothly with preparations for business combinations, whether or not to engage in prior consultation is voluntary on the part of companies, and in the case of fiscal 2009, whereas there were 985 notifications received, instances of business combinations where the JFTC had provided responses regarding the presence of issues under the Antimonopoly Act and given approval numbered 24 (around 2%).

3. About the major cases of business combinations
To date the JFTC has, in an effort to improve the transparency and predictability of the reviews of business combinations, drawn up and announced perspectives on application of the Antimonopoly Act to the business combination reviews and its policies concerning prior consultation in the form of the “Guidelines for Applications of the Antimonopoly Act Concerning the Review of Business Combination” (hereinafter, “Business Combination Guidelines”) and “Policies Dealing with Prior Consultation Regarding Business Combination Plans,” both of which were amended in January 2010. It has additionally published the results of reviews of major cases of business combinations in the past.
In the current fiscal year as well, the JFTC is publishing the results of reviews of major business combinations that took place in fiscal 2009 and provides data relating to business combinations during this particular fiscal year.
The JFTC hopes that companies planning to engage in business combinations will make full use of the Business Combination Guidelines as well as the results of reviews of outstanding examples of business combinations published on this occasion.

*Every announcement is tentative translation. Please refer to the original text written in Japanese.



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