Acquisition by JX Holdings, Inc. of One Hundred (100) Per Cent shares of TonenGeneral Sekiyu K.K.

Abstract:

The proposed transaction is the acquisition by JX Holdings, Inc. (“JX”) of one hundred percent (100%) of the issued and outstanding shares of stock of TonenGeneral Sekiyu K.K. (“TonenGeneral”). By way of consideration, TonenGeneral’s current shareholders will be entitled to obtain JX’s shares. Upon the Business Integration Date on 01 April 2017, and subject to the merger clearance issued by competition authorities, TonenGeneral will subsequently merge with JX subsidiary JX Nippon Oil & Energy Corporation (“JX Energy”) as a form of internal restructuring.

Both JX and TonenGeneral are Japanese entities, and the transaction will take place entirely in Japan. JX is in the business of petroleum refining and marketing, oil and gas exploration and production, and mining and metals. TonenGeneral is in the business of transporting crude oil and oil products; manufacturing, processing, and marketing oil products; and manufacturing, processing and marketing petrochemicals.

As of 13 December 2016, the Parties have received clearance from the competition authorities of South Korea, United States of America, and China, and is still awaiting clearance from the Japan Fair Trade Commission.

See decision: http://phcc.gov.ph/commission-decision-no-10-m-0652016-acquisition-jx-holdings-inc-tonengeneral-sekiyu-k-k-m-065201/