Announcement
| For Immediate Release |
February 22, 2010 OKASAN SECURITIES GROUP INC. |
Notice of Merger of Consolidated Subsidiaries and Change in Trade Name
As announced on January 28, 2010, two consolidated subsidiaries of Okasan Securities Group Inc., namely Rokuni Securities Co., Ltd. (Head office: Kuwana City, Mie Prefecture; President: Takao Yamada) and Oishi Securities Co., Ltd. (Head office: Ogaki City, Gifu Prefecture; President: Akio Saito), are now discussing the details of the merger agreement.
Okasan Securities Group Inc. therefore announces an outline of the merger and the trade name of the merged company (Sanen Securities Co., Ltd.), following what has already been agreed by the two subsidiaries. Details are as follows:
Merger of consolidated subsidiaries
1. Outline of merger
| (1) |
Schedule of the merger |
| |
| Meetings of the Board of Directors to approve the merger agreement |
: |
Tuesday, February 16, 2010 |
| Date of conclusion of merger agreement |
: |
Tuesday, February 16, 2010 |
| General meeting of shareholders to approve the merger agreement |
: |
Tuesday, March 23, 2010 |
| Merger date (Effective date) |
: |
April 1, 2010 |
|
| |
| (Note) |
Rokuni Securities is the parent company of Oishi Securities, holding a 95% equity stake, and this merger will be carried out through a short-form merger as described in Paragraph 1 of Article 784 of the Companies Act. As a result, Oishi Securities will not hold a general meeting of shareholders to approve the merger agreement. |
|
| (2) |
Merger method |
| |
An absorption-type merger will be adopted with Rokuni Securities becoming the surviving company. Oishi Securities is expected to be dissolved. |
| (3) |
The merger ratio |
| |
| Company name |
Rokuni Securities Co., Ltd. (Surviving Company in Absorption-Type Merger) |
Oishi Securities Co., Ltd. (Company Absorbed in Absorption-Type Merger) |
| Merger ratio |
1 |
0.37 |
| (Notes) |
1. |
A 0.37 share of Rokuni Securities Co., Ltd. will be allotted and issued, in exchange for one (1) share of Oishi Securities Co., Ltd. |
| |
2. |
As a result of the merger, 40,700 common shares of Rokuni Securities will be newly issued. |
| |
3. |
Following detailed discussions, in reference to the results of a valuation of the shares by a third-party consultant, TY Consulting, the two subsidiaries have reached the conclusion that the above merger ratio is appropriate. |
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2.Situation after the merger
| (1)Trade name |
Sanen Securities Co., Ltd. |
| (2)Head office |
Ogaki City, Gifu Prefecture |
| (3)Representative |
President : Akio Saito
Vice president : Takao Yamada |
| (4)Business Details |
Securities Business |
| (5)Capital |
150,000,000 yen |
| (6)Date of settlement |
March 31 |
Change in trade name of the surviving consolidated subsidiary
1.New trade name
Sanen Securities Co., Ltd.
2.Background for change in trade name
The managements of the two subsidiaries, taking the merger as a good opportunity, have decided to change the trade name of the surviving company to Sanen Securities Co., Ltd. "Sanen" is a combination of "san," which symbolizes an Okasan company, and "en" which pronounces a Japanese word of "personal ties" that Okasan Securities Group always emphasizes. The name denotes the desire that the new company will always appreciate and strengthen "En," or "personal ties," with local customers and residents, and will eventually be appreciated by a variety of people.
By combining the two companies, which are operating independently in Mie Prefecture and Gifu Prefecture, into a regional coalition, this merger aims to develop a more robust management foundation, to bolster the quality of products and informative services through the support of the Okasan Securities Group, and consequently to provide customers for optimum services in the region.
We believe that the two companies are the "winners" in the respective regions, with successfully having beaten the competitors in the severe market to date. Through the merger, the companies will look to establish new business models under a coalition of successful brokers by bolstering services that are closely tailored for regional needs.
3.Date of change in trade name
Thursday, April 1, 2010