Notice on Applying for Delisting American Depositary Shares from the NASDAQ Exchange and Terminating Registration with the U...
February 06 2019 - 10:15PM
Internet Initiative Japan Inc. (“IIJ”, NASDAQ: IIJI, TSE1: 3774)
announced that IIJ’s Board of Directors today resolved that IIJ
will apply for delisting of its American Depositary Shares (“ADSs”)
from the NASDAQ Exchange (the “NASDAQ”). In connection with the
delisting, IIJ intends to file for the termination of registration
of its ADSs under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
1. Reasons for Delisting
IIJ listed its ADSs on the NASDAQ in
August 1999. While it was quite rare in Japan for Internet-related
companies to be listed, Internet-related companies were expanding
their businesses through capital market financing in the U.S.A.
Since the listing, along with business expansion, IIJ has made
efforts to enhance disclosure for shareholders and investors, to
comply with the disclosure requirements of the U.S. Securities laws
and regulations, to prepare consolidated financial statements in
accordance with the generally accepted accounting principles in the
U.S.A. and to establish internal controls in accordance with the
Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has
changed as indicated by the increase in trading volume of Japanese
stocks through stock exchanges in Japan by overseas investors due
to the internationalization of Japanese financial and capital
markets. In addition to the market changes, our small trading
volume of ADSs meets the criteria for terminating registration.
Therefore, IIJ has decided to apply for delisting of its ADSs from
the NASDAQ and for termination of registration of ADSs with the
U.S. Securities and Exchange Commission (the “SEC”) under the
Exchange Act.
2. Stock Exchange on which IIJ will Maintain its
ListingsTokyo Stock Exchange
3. Schedule (plan)
Early April 2019 |
IIJ to provide the NASDAQ with a written pre-notice of the
delisting application |
Middle April 2019 |
IIJ to file Form 25 with the SEC for delisting from the NASDAQ and
deregistration with the SEC |
Late April 2019 |
Delisting to become effective IIJ to file Form 15 with the
SEC to terminate its reporting obligations under the Exchange
Act |
Late July 2019 |
Deregistration with the SEC to become effective Termination
of IIJ’s reporting obligations under the Exchange Act to become
effective |
Note: The schedule provided above, including the
anticipated effective dates, may be delayed if the SEC objects,
requests an extended review or for other reasons.
4. After Delisting
Even after delisting its ADSs from the NASDAQ, IIJ
intends to maintain its American Depositary Receipt Program in the
U.S.A. through a depositary bank; therefore, IIJ anticipates that
its ADSs should continue to be traded in the U.S. on the
over-the-counter market. Same as now, a depositary bank will
continue to handle conversion from ADS to our ordinary share traded
in the Tokyo Stock Exchange which will still be available through
the conversion ratio and process such as cash dividend
payment. While IIJ’s reporting
obligations under the Exchange Act (including the obligation to
file annual reports on Form 20-F) should be terminated, IIJ will
continue to disclose financial statements and other information as
translation in English on its IR website in a timely manner to
ensure that its overseas shareholders and investors should continue
to have appropriate information about IIJ.
Starting from an annual report “Yuka-shoken-houkokusho” filed
under the Financial Instruments and Exchange Act of Japan for the
fiscal year ending March 31, 2019, IIJ will prepare and disclose
its consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS), instead of the
U.S. GAAP. For details including our anticipated schedule to adopt
IFRS, please refer to our press release disclosed today “Notice
Regarding Voluntary Adoption of International Financial Reporting
Standards (IFRS).”
5. Contact Information for Inquiries regarding IIJ’s
ADSs
Name of Depositary Bank |
The Bank of New York Mellon (U.S.)Depositary Receipts |
Phone |
1-888-269-2377 (U.S. toll free) |
|
1-201-680-6825 (International.) |
|
(Available Monday through Friday, from 9:00am to 5:00pm, U.S.
EasternTime.) |
Website |
www.adrbnymellon.com |
|
www.mybnymdr.com |
Mail |
shrrelations@cpushareownerservices.com |
Note: Those holding ADRs directly with the
depositary bank may contact the above mentioned BNY Mellon
Depositary Receipts with their account number for identification
purposes. Those holding ADRs through other means such as brokers
should contact such brokers with questions.
About
IIJFounded in 1992, IIJ is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ
and its group companies provide total network solutions that mainly
cater to high-end corporate customers. IIJ's services include
high-quality Internet connectivity services, systems integration,
cloud computing services, security services and mobile services.
Moreover, IIJ has built one of the largest Internet backbone
networks in Japan that is connected to the United States, the
United Kingdom and Asia. IIJ listed on the U.S. NASDAQ Stock Market
in 1999 and on the First Section of the Tokyo Stock Exchange in
2006.
The statements within this release contain
forward-looking statements about our future plans that involve risk
and uncertainty. These statements may differ materially from actual
future events or results. Readers are referred to the documents
furnished by Internet Initiative Japan Inc. with the SEC,
specifically the most recent reports on Forms 20-F and 6-K, which
identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements.
For inquiries, contact:IIJ Investor Relations
Tel: +81-3-5205-6500 E-mail: ir@iij.ad.jp URL:
https://www.iij.ad.jp/en/ir
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