January 28, 2016
JapanFair Trade Commission
Receivingnotification regarding the proposed acquisition of shares of Tokyo Kohtetsu co.,ltd. (JCN1010001034144)(hereinafter referred to as “TokyoKohtetsu”) by Osaka Steel Co., Ltd. (JCN1120001028390)(hereinafter referred to as “Osaka Steel”) (hereinafter referred toas “the Acquisition”), the Japan Fair Trade Commission (JFTC) reviewedthe Acquisition and reached the conclusion that competition in any particularfields of trade is unlikely to be substantially restrained. Accordingly, theJFTC has notified Osaka Steel that it will not issue a cease and desist order,resulting in the completion of its review.
(※) JCN : Japan CorporateNumber
Ⅰ. Overviewof the transaction
OsakaSteel plans to acquire the shares of Tokyo Kohtetsu and thereby to obtain morethan 50 percent of Tokyo Kohtetsu’s voting rights.
Ⅱ. Reviewing Process
Receipt of thenotification regarding the Acquisition on August 18th, 2015 (the startof the primary review)
Request forreports, etc. by the JFTC on September 18th, 2015 (the start of thesecondary review)
Receipt ofall requested reports, etc. on November 10th, 2015 (the due date fora prior notice was set on February 9th, 2016)
Clearance notificationon January 28th, 2015
As aresult of its review, the JFTC concludes that the Acquisition would notsubstantially restrain competition in the particular fields of trade.
The JFTC hasbeen authorized to conduct reviews on whether business combination plans may besubstantially to restrain competition in particular fields of trade byfollowing procedures prescribed in the Antimonopoly Act (hereinafter referredto as the “AMA”).When a notifying corporation submits a notification form to the JFTC and theJFTC receives it, the notifying corporation is prohibited from effecting theplanned business combination in question by the expiration of the 30-daywaiting period from the date of receipt of the said notification. During thewaiting period, concerning the business combination in question, the JFTC willeither; (1) judge that the said business combination is not problematic inlight of the AMA, or; (2) judge that more detailed review is necessary andrequest submission of the necessary reports, information or materials.
In the caseof (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 ceaseand desist order.
In the caseof (2) above, the period when the JFTC may give notice prior to cease anddesist order shall be extended until 120 days after the date of receipt of thenotification or 90 days after the date of receipt of all reports etc.,whichever is later. In case the JFTC judges, within this extended period, thatthe business combination plan in question is not problematic in light of theAMA, it shall give notification to the effect that it will not issue a ceaseand desist order, same as the case of (1).
*Every announcement is tentative translation. Please refer to the original text written in Japanese.