January 18, 2019
Nippon Steel & Sumitomo Metal Corporation
Sanyo Special Steel Co., Ltd.
Result of Review by the Japan Fair Trade Commission regarding Making Sanyo Special Steel Co., Ltd. a Subsidiary of
Nippon Steel & Sumitomo Metal Corporation
With respect to making Sanyo Special Steel Co., Ltd. (“Sanyo”) a subsidiary of Nippon Steel & Sumitomo Metal Corporation
(“NSSMC”) (the “Proposed Transaction”) (*1) as previously announced in the press release “Notice Regarding Execution of an Agreement to Make Sanyo Special Steel Co., Ltd. a Subsidiary of Nippon Steel & Sumitomo
Metal Corporation and Other Matters” dated August 2, 2018, NSSMC received, on January 18, 2019, from the Japan Fair Trade Commission (the “JFTC”) a “notice stating that the JFTC will not issue a
cease-and-desist
order” regarding the Proposed Transaction on condition that the remedies (*2) offered by NSSMC are taken.
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*1
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As a result of a capital increase through a third-party allotment of shares to be conducted by Sanyo and
subscribed by NSSMC on March 28, 2019, NSSMC’s voting rights ownership in Sanyo will increase to 51.5%.
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*2
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Major items include the following measures:
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for the Japanese market of small diameter seamless pipes and tubes for bearings,
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a partial transfer of
co-ownership
interests in Sanyo’s rolling mill
to Kobe Steel, Ltd. (“Kobe”); and
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a partial transfer of NSSMC’s business and Sanyo’s business to Kobe.
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For details of the result of the review, please refer to the JFTC’s website (https://www.jftc.go.jp/).
Pursuant to the relevant foreign competition laws, NSSMC has obtained all approvals from the foreign competition authorities required prior to the
consummation of the Proposed Transaction.
Sanyo will hold an extraordinary general shareholders’ meeting on February 28, 2019 to obtain its
shareholders’ approval on the capital increase through a third-party allotment of shares to be subscribed by NSSMC.
(For Inquiries)
Nippon Steel & Sumitomo Metal Corporation, Public Relations Center:
Tel.
+81-3-6867-2135,
2146, 2977, 3419
Sanyo Special Steel Co., Ltd., General Administration Department:
Tel.
+81-79-235-6003