Notice concerning a Business Integration between The Minato Bank, Ltd., Kansai Urban Banking Corporation and The Kinki Osaka Bank, Ltd.
The transactions pursuant to the business integration are made for the securities of Japanese companies. The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Tokyo, September 26, 2017
Resona Holdings, Inc.
Sumitomo Mitsui Financial Group, Inc.
The Minato Bank, Ltd.
Kansai Urban Banking Corporation
The Kinki Osaka Bank, Ltd.
The six companies, Resona Holdings, Inc. (Resona Holdings, President: Kazuhiro Higashi), Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Takeshi Kunibe), Sumitomo Mitsui Banking Corporation (SMBC, President: Makoto Takashima), The Minato Bank, Ltd. (Minato, President: Hiroaki Hattori), Kansai Urban Banking Corporation (Kansai Urban, President: Kazumasa Hashimoto) and The Kinki Osaka Bank, Ltd. (Kinki Osaka, President: Koji Nakamae) (the six companies, collectively, the "Parties") hereby announce that these companies have respectively resolved or determined to implement a business integration (the "Business Integration") of the three banks, Minato, Kansai Urban and Kinki Osaka (collectively, the "Integrated Group" or the "Integrating Parties" and individually, the "Integrating Party"), and executed a business integration agreement (the "Business Integration Agreement") to which the six companies, Resona Holdings, SMFG, SMBC, Minato, Kansai Urban and Kinki Osaka, are parties, by respectively implementing (i) incorporation of an intermediate holding company, "Kansai Mirai Financial Group, Inc." (the "Holding Company") by Resona Holdings, (ii) transfer of all the shares of Kinki Osaka owned by Resona Holdings to the Holding Company, (iii) the respective tender offers subject to the respective shares of common stocks of Minato and Kansai Urban by Resona Holdings, (iv) transfer of shares of Class 1 preferred stock of Kansai Urban owned by SMBC (the "Preferred Stock") to Resona Holdings and (v) share exchanges between Holding Company and both Minato and Kansai Urban, subject to the approval and permission of the relevant authorities, in accordance with the basic agreement executed on March 3, 2017 by and between Resona Holdings, SMFG, Minato, Kansai Urban and Kinki Osaka, at their respective board of directors meetings held today as for Resona Holdings, SMBC, Minato, Kansai Urban and Kinki Osaka and by the executive officer of SMFG today as for SMFG.
Minato and Kansai Urban have respectively resolved on (i) fixing of the record date for the convocation of the respective extraordinary meetings of shareholders (including, as for Kansai Urban, the general meeting of class shareholders which consists of the shareholders of common stock (the "Shareholders of Common Stock") and the general meeting of class shareholders which consists of the shareholders of the Preferred Stock (the "Shareholders of Preferred Stock")) scheduled to be held on December 26, 2017, (ii) approval regarding the above-described share exchanges between the Holding Company of such respective extraordinary meetings of shareholders (including, as for Kansai Urban, the general meeting of class shareholders which consists of the Shareholders of Common Stock and the general meeting of class shareholders which consists of the Shareholders of Preferred Stock)) scheduled to be held on the assumption that the respective share exchange agreements are executed and (iii) implementation of an amendment to the respective Articles of Incorporation regarding deletion of the record date for voting rights on the assumption that such respective share exchange agreements have not ceased to be effective, at their respective board of directors meetings held today. (For further details, please refer to "Notice concerning Partial Amendment to the Articles of Incorporation and Fixing of the Record Date for the Convocation of an Extraordinary Meeting of Shareholders" announced by Minato as of today and "Notice concerning Fixing of the Record Date for the Convocation of an Extraordinary Meeting of Shareholders and the General Meetings of Class Shareholders and Partial Amendment to the Articles of Incorporation" announced by Kansai Urban as of today.)
- * For more details, please refer to the attached PDF. The PDF reflects the partial corrections announced on Oct 13, 2017.