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The JFTC Closed its Review on the Proposed Business Combination between Tokyo Stock Exchange Group, Inc. and Osaka Securities Exchange Co., Ltd. (Tentative Translation)

July 5/2012
Japan Fair Trade Commission

Upon receipt of the notification of a plan regarding the proposed business combination between Tokyo Stock Exchange Group, Inc. and Osaka Securities Exchange Co., Ltd., the Japan Fair Trade Commission (hereinafter the “JFTC”) reviewed 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 the review.

1. Outline of the case

Tokyo Stock Exchange Group, Inc., which owned subsidiary companies including Tokyo Stock Exchange Inc., establishing the Financial Instrument Market with a license granted by the Prime Minister under the Financial Instruments and Exchange Act, planned to acquire the stock of Osaka Securities Exchange Co., Ltd., also establishing the Financial Instrument Market with a license, and thereby to get more than half of the right to vote.

2. Process of the case

On January 4, 2012, receipt of notification of a plan regarding the business combination (start of primary review)

On February 3, request for reports, etc. (start of secondary review)

On June 15, receipt of all reports (deadline for prior notice: September 14, 2012)

On June 26, submission of a report on changes in the notification by the parties, in which the remedies were described

On July 5, notification to the effect that a cease and desist order will not be issued

3. Conclusion

Given the remedies concerning services related to listing stocks in markets for emerging companies, services related to trading stocks and services related to trading Japanese equities index futures, which the parties submitted to the JFTC, the JFTC has decided that the proposed business combination may not substantially restrain competition in any particular field of trade.

(Foot Note)

The JFTC has been authorized 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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