January 18, 2019
Japan Fair Trade Commission
Receiving notifications regarding the proposed acquisition of shares of Sanyo Special Steel Co., Ltd. (JCN6140001058935) (hereinafter referred to as “SSS”) by NIPPON STEEL & SUMITOMO METAL CORPORATION (JCN3010001008848) (hereinafter referred to as “NSSMC ”) , the Japan Fair Trade Commission (JFTC) reviewed the transaction and reached the conclusion that, given the remedies proposed by the parties, competition in any particular fields of trade is unlikely to be substantially restrained. Accordingly, the JFTC has notified NSSMC that it will not issue a cease and desist order, resulting in the completion of its review.
(※) JCN : Japan Corporate Number
Ⅰ. Overview of the transactions
NSSMC plans to acquire the shares of SSS and thereby to obtain 51 percent of SSS’s voting rights.
Ⅱ. Reviewing Process
･ Receipt of the notification regarding the proposed transaction on July 20th, 2018 (the start of the primary review)
･ Request for reports, etc. by the JFTC on August 17th, 2018 (the start of the secondary review)
･ Receipt of all requested reports, etc. on December 14th, 2018 (the due date for a prior notice was set on March 15th, 2019)
･ Clearance notification on January 18, 2019
As a result of its review, based on the premise that the parties will implement their proposed remedies, the JFTC concludes that the proposed transaction would not substantially restrain competition in the particular fields of trade.
The JFTC has been authorized to conduct reviews on whether plans of business combination may be substantially to restrain competition in particular fields of trade by following procedures prescribed in the Antimonopoly Act (hereinafter referred to as the “AMA”). When a notifying corporation submits a notification form to the JFTC and the JFTC receives it, the notifying corporation is prohibited from effecting the planned business combination in question by the expiration of the 30-days waiting period from the date of receipt of the said notification. During the waiting period, concerning the business combination in question, the JFTC will either; (1) judge that the said business combination is not problematic in light of the AMA, or; (2) judge that more detailed review is necessary and request submission of the necessary reports, information or materials, or; (3) provides Notification of the Commitment Procedures.
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 of hearing of opinions 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, within this extended period, that the business combination plan in question is not problematic in light of the AMA, it shall give notification to the effect that it will not issue a cease and desist order, same as the case of (1). In the case of (3) above, the procedures in detail are described in the Policies Concerning Commitment Procedures
＊Every announcement is tentative translation.
Please refer to the original text written in Japanese for more details.