July 19/2013
Japan Fair Trade Commission
Upon a notification regarding a proposed acquisition of shares of The Daiei, Inc. (hereinafter ”Daiei”) by AEON CO., LTD. (hereinafter ”AEON”), the Japan Fair Trade Commission (hereinafter ”the JFTC”) had reviewed the planned acquisition of shares (hereinafter ”the Acquisition”) and reached the conclusion that the transaction would not substantially restrain competition in any particular fields of trade. Accordingly, the JFTC has notified AEON that it will not issue a cease and desist order, resulting in the completion of its review.
1. Outlines of the transaction
AEON which has subsidiaries and affiliates engaged in the supermarket business under its control is planning to acquire the shares of Daiei which engages in the supermarket business. Daiei will become an AEON’s subsidiary after the Acquisition.
2. Reviewing process
Receipt of the notification regarding the Acquisition by AEON on March 1, 2013 (start of the primary review)
Request for reports, etc. by the JFTC on March 29, 2013 (start of the secondary review)
Receipt of all requested reports, etc. from AEON on July 9, 2013 (the due date for a prior notice was set on October 8, 2013)
Notification to AEON that a cease and desist order will not be issued on July 19, 2013
3. Conclusion
As a result of its review, the JFTC concluded that the Acquisition would not substantially restrain competition in any particular fields 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 the planned business combination 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).
