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Results of Investigation into the Proposed Merger between Nippon Steel Corporation and Sumitomo Metal Industries, Ltd.

December 14/2011
Japan Fair Trade Commission

Upon the receipt of notification of a plan regarding the merger between Nippon Steel Corporation and Sumitomo Metal Industries, Ltd.,the Japan Fair Trade Commission (hereinafter the “JFTC”) examined the plan and acknowledged that, given the remedies proposed by the parties concerned, competition in any particular field of trade might not be substantially restrained. Accordingly, the JFTC notified the parties that a cease and desist order would not be issued and completed this investigation.

The call for information on the impact on the merger between Nippon Steel Corporation and Sumitomo Metal Industries, Ltd.*1on competition,which commenced on June 1, 2011, will now end.

1 Outline of the case

The case is the merger planned for October 1, 2012 by Nippon Steel Corporation and Sumitomo Metal Industries, Ltd., both engaged in the manufacture and sale of steel products.

2 Process*2of the case

On May 31, 2011, receipt of notification of a plan regarding the merger (start of primary review)

On June 30, request for reports, etc. (start of secondary review)

On November 9, receipt of all reports (deadline for prior notice: February 7, 2012)

On December 9, submission of a report on changes in the notification by the parties, in which the remedies were described

On December 14, notification to the effect that a cease and desist order will not be issued

3 Conclusion

Given the remedies relating to non-oriented electrical steel sheets and the high-pressure gas pipeline engineering business (refer to IV-4 and V-4 of the attachment), which the parties submitted to the JFTC,the JFTC has decided that the merger in question may not substantially restrain competition in any particular field of trade (refer to the attachment for the details of the results of the investigation).

Foot Note (1)

Nippon Steel Corporation , the biggest steel manufacturer in Japan and Sumitomo Metal Industries, Ltd., the third biggest steel manufacturer in Japan

Foot Note (2)

JFTC has the duty to conduct reviews on whether business combination plans may be substantially to restrain competition in particular fields of trade by following procedures prescribed in the Antimonopoly Act. When a notifying corporation submits the notification form to the JFTC and the JFTC receives it, the notifying corporation is prohibited from effecting share acquisition,etc.in question until the expiration of the 30-day waiting period from the date of receipt of the said notification. During the waiting period, concerning the business combination in question ,the JFTC will normally either; (1)judge that the said business combination is not problematic in light of the Antimonopoly Act ,or; (2)judge that more detailed review is necessary and request submission of the necessary reports, information or materials.

In the case of (1) above, to improve transparency of the review of business combination, the JFTC shall give notification to the effect that it will not issue a cease and desist order.

In the case of (2) above, the period when the JFTC may give notice prior to cease and desist order shall be extended until 120 days after the date of receipt of the notification or 90 days after the date of receipt of all reports etc., whichever is later. In case the JFTC judges in this extended period that the business combination plan in question is not problematic in light of the Antimonopoly Act, it shall give notification to the effect that it will not issue a cease and desist order, same as the case of (1).

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



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