January 15, 2016
JapanFair Trade Commission
The Japan Fair TradeCommission (JFTC) received the notification pursuant to the provision of theAntimonopoly Act (AMA) from Idemitsu Kosan Co.,Ltd. (JCN9010001011318) (Idemitsu) concerning the proposedacquisition of shares of Showa Shell.Sekiyu K.K. (JCN5010401014535) (ShowaShell), and has reviewed possibleimpacts on competition from the proposed acquisition of shares. With theknowledge that a more in-depth review is necessary, today, the JFTC requested Idemitsuto submit further reports, information or materials, pursuant to the provisionof Article 10(9) of the AMA. The JFTC also starts seeking comments from thirdparties concerning possible impacts on competition that would arise from the proposedacquisition of shares in the manner shown below.
The request by the JFTCfor reports, etc. does not mean that the proposed acquisition of shares wouldpose any concerns with respect to the AMA.
(※) JCN :Japan Corporate Number
1. Submission of comments
Please submit your comments by postal mail, e-mailor facsimile, identifying your name,address and contact information (telephone number, facsimile number or e-mailaddress). If you submit as a corporation or an association, please identify thelocation of main office, the name of a corporation or an association and the nameof a liaison person. Please describe, inJapanese, possible impacts on competition that you consider which the proposed acquisitionof shares would have, with details as possible as you can specify. Submitting acomment by phone can’t be accepted.
Mergersand Acquisitions Division, Economic Affairs Bureau,
JapanFair Trade Commission
1-1-1Kasumigaseki, Chiyoda-ku, Tokyo 100-8987
(Pleasereplace “_atsign_” with “@”, when you send an e-mail.)
(2) Due date
February 15th,2016, no later than 6 p.m.(GMT+9)
The JFTC asks for your identification and contact information,for the communication purpose where any clarifications may be needed on yourcomments. The information provided will not be used forany other purposes.
Comments received will be used only for thepurpose of reviewing the proposed acquisition of shares, and will not bedisclosed to the others including the parties in the form of containing anyidentifiable information. Please note that the JFTC will not make individualresponses to the comments.
Both Idemitsu and Showa Shell mainly operate in thebusiness of the refining and sale of refined petroleum products.
The JFTC has been authorized to conduct reviewson whether business combination plans may be substantially to restraincompetition in particular fields of trade by following procedures prescribed inthe AMA. When a notifying corporation submits the notification form to the JFTCand the JFTC receives it, the notifying corporation is prohibited fromeffecting the planned business combination in question until the expiration ofthe 30-day waiting period from the date of receipt of the said notification.During the waiting period, concerning the business combination in question, theJFTC will normally either;(1) judge that the said business combination is not problematic in light of theAMA, or; (2) judge that more detailed review is necessary and requestsubmission of the necessary reports, information or materials. In the case of (1) above, to improve transparency of thereview of business combination, the JFTC shall give notification to the effectthat 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 ordershall be extended until 120 days after the date of receipt of the notificationor 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 combinationplan in question is not problematic in light of the AMA, it shall givenotification 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.