June 26, 2012
Nippon Steel Corporation
Sumitomo Metal Industries, Ltd.
Nippon Steel Engineering Co., Ltd.
Nippon Steel Pipeline Co., Ltd.
Sumitomo Metal Pipeline and Piping, Ltd.
Nippon Steel Pipeline Co., Ltd. (President: Kazuyoshi Onohara, "Nippon Steel Pipeline") and Sumitomo Metal Pipeline and Piping, Ltd. (President: Hidenori Nomura, "Sumitomo Metal Pipeline") have agreed to merge on October 1, 2012. Nippon Steel Pipeline is a wholly-owned subsidiary of Nippon Steel Engineering Co., Ltd. (President: Makoto Takahashi, "Nippon Steel Engineering"), while Sumitomo Metal Pipeline is a wholly-owned subsidiary of Sumitomo Metal Industries, Ltd. (President: Hiroshi Tomono, "Sumitomo Metals"). Subject to the business integration of Nippon Steel Corporation (President: Shoji Muneoka, "Nippon Steel") and Sumitomo Metals, the merger of Nippon Steel Pipeline and Sumitomo Metal Pipeline has been approved by the boards of directors of Sumitomo Metals, Nippon Steel Engineering, Nippon Steel Pipeline and Sumitomo Metal Pipeline. The name of the merged company will be "NIPPON STEEL & SUMIKIN PIPELINE & ENGINEERING CO. LTD.". It is planned to be a wholly-owned subsidiary of Nippon Steel Engineering (It is scheduled to change its company name to Nippon Steel & Sumikin Engineering Co., Ltd. on October 1, 2012).
1. Objective of Merger
Through this merger, Nippon Steel Pipeline and Sumitomo Metal Pipeline aim to become the best engineering company that focuses on pipeline construction. The merged company will seek to realize synergies quickly and become efficient and competitive by consolidating their respective resources for pipeline and engineering. The objective is to become the best in technology, quality and cost management and thereby contribute to society.
2. Outline of Merger
(1) Method of Consolidation
Subject to the business integration of Nippon Steel and Sumitomo Metals on October 1, 2012, the consolidation will be conducted using the following two-step legal procedure consisting of a share exchange followed by an absorption-type merger on the same day.
Step 1: Share Exchange
|On October 1, 2012 (planned), Nippon Steel Engineering and Sumitomo Metal Pipeline will effect a share exchange pursuant to which Nippon Steel Engineering will become a wholly-owning parent company of Sumitomo Metal Pipeline.|
Step 2: Absorption-type Merger
|On the same day, Sumitomo Metal Pipeline and Nippon Steel Pipeline will effect an
absorption-type merger pursuant to which Sumitomo Metal Pipeline will be the surviving company and Nippon Steel Pipeline will be the absorbed company subject to the effectuation of the share exchange (the "Merger").
(2) Schedule of Merger (the Share Exchange and the Merger)
|・March 26, 2012||Execution of the memorandum regarding consideration of the merger|
|・June 26, 2012||Execution of the Share Exchange Agreement and the Merger Agreement (executed today)|
|・Mid- July 2012||(planned) Shareholders' meeting of each of Nippon Steel Pipeline, Sumitomo Metal Pipeline to approve the Share Exchange Agreement, the Merger Agreement and other related matters|
|・October 1, 2012||(planned) Effective date of the Share Exchange and the Merger|
3. Profile of Merged Company
|(1) Company name:||NIPPON STEEL & SUMIKIN PIPELINE & ENGINEERING CO. LTD.|
|(2) Head office location:||Osaki, Shinagawa-ku, Tokyo|
|(3) Offices and production sites:||Osaka, Sakai, Nagoya, Fukuoka, Warabi, Kashima, Wakayama, Sendai and Sapporo|
|(4) Main business:||Pipeline and engineering|
|(5) Capital:||2.8 billion yen|
|(6) Shareholder:||Nippon Steel & Sumikin Engineering Co., Ltd. (100%)|
|(7) Representatives:||President and Representative Director: Kazuyoshi Onohara
Vice President and Representative Director: Hidenori Nomura
|(8) Fiscal year end:||March 31|
|(9) Total assets:||Not fixed|
|(10) Net assets:||Not fixed|
The amounts of total assets and net assets will be disclosed as soon as they are determined.
Reference #1: Method of consolidation to be applied on October 1, 2012 (Outline of the Share Exchange Agreement and the Merger Agreement)
|Nippon Steel Corporation:||Tel.: +81-3-6867-2135, 2146 or 2147|
|Sumitomo Metal Industries, Ltd.:||Tel.: +81-3-4416-6115|
|Nippon Steel Engineering Co., Ltd.:||Tel.:+81-3-6665-2366|
|Nippon Steel Pipeline Co., Ltd.:||Tel.:+81-3-6865-6310|
|Sumitomo Metal Pipeline and Piping, Ltd.:||Tel.:+81-72-241-9680|
For more information, please contact below
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