NIPPON MINING HOLDINGS,INC. | Investor Relations | Management Integration with Nippon Oil

Management Integration with Nippon Oil

Disclosure Materials

Jun. 27, 2010
Approval of the Share Transfer Plan for the establishment of a Holding Company between Nippon Oil Corporation and Nippon Mining Holdings, Inc.: Press ReleasePDF[71KB/1PAGE]
Dec. 28, 2009
Notice of the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its effectiveness
Dec. 25, 2009
Result of Prior Consultation with Japan Fair Trade Commission in Relation to the Business Integration Between Nippon Oil Corporation and Nippon Mining Holdings, Inc.: Press ReleasePDF[80KB/2PAGES]
Notification with Respect to the Logo of JX Group: Press ReleasePDF[160KB/3PAGES]
Notification with Respect to Oil Refineries, Manufacturing Facilities and Branch Offices and Branding of JX Nippon Oil & Energy Corporation: Press ReleasePDF[125KB/6PAGES]
Oct. 30, 2009
Notification with Respect to the Execution of a Business Integration Agreement between Nippon Oil Corporation and Nippon Mining Holdings, Inc. and the Preparation of a Share Transfer Plan: Press ReleasePDF[308KB/30PAGES]; IR MaterialsPDF[200KB/24PAGES]; Presentation(movie)[WMP/20minutes]
Feb. 27, 2009
Notice of Changes in Schedule of Management Integration: Press ReleasePDF[79KB/3PAGES]
Dec. 4, 2008
Notice of Conclusion of Basic Memorandum on Management Integration: Press ReleasePDF[170KB/8PAGES]; IR Materials*PDF[159KB/9PAGES]
*Feb. 27, 2009 Update

Schedule of the Integration

October 30, 2009: Meetings of the board of directors to approve the Business Integration Agreement and the preparation of the Share Transfer Plan
October 30, 2009: Conclusion of the Business Integration Agreement and the preparation of the Share Transfer Plan
October 31, 2009: Public notice of record date for the extraordinary meetings of shareholders
November 15, 2009: Record date for the extraordinary meetings of shareholders
January 27, 2010: Extraordinary meetings of shareholders regarding the approval of the Share Transfer Plan
March 29, 2010: Delisting of shares from stock exchanges
April 1, 2010: Incorporation and registration of the Holding Company (Effective date of the Share Transfer)
April 1, 2010: Listing of shares of the Holding Company
July 1, 2010: Incorporation of core business companies

(Note) If the necessity arises in the course of business integration or other circumstances, changes to the schedule may be made upon consultation between the Companies.

Filings with the U.S. Securities and Exchange Commission

Nippon Oil Corporation and Nippon Mining Holdings, Inc. have filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed joint share transfer. The Form F-4 contains a prospectus and other documents. The registration statement on Form F-4 has been declared effective, and Nippon Oil Corporation and Nippon Mining Holdings, Inc. have arranged to mail the prospectus contained in the Form F-4 to their respective U.S. shareholders prior to the shareholders' meeting at which the proposed joint share transfer will be voted upon. The Form F-4 and prospectus, as they may be amended from time to time, will contain important information about Nippon Oil Corporation and Nippon Mining Holdings, Inc., the joint share transfer and related matters including the terms and conditions of the transaction. U.S. shareholders of Nippon Oil Corporation and Nippon Mining Holdings, Inc. are urged to read the Form F-4, the prospectus and the other documents, as they may be amended from time to time, filed with the SEC in connection with the joint share transfer carefully before they make any decision at the shareholders meeting with respect to the joint share transfer. The Form F-4, the prospectus and all other documents filed with the SEC in connection with the joint share transfer are available, free of charge, on the SEC's web site at www.sec.gov. In addition, the prospectus and all other documents filed with the SEC in connection with the joint share transfer will be made available to shareholders of Nippon Oil Corporation and Nippon Mining Holdings, Inc., free of charge, by faxing a request to Nippon Oil Corporation at +81-3-3502-9860 or Nippon Mining Holdings, Inc. at +81-3-5573-5139, respectively.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements. These forward-looking statements may be identified by words such as 'believes', 'expects', 'anticipates', 'projects', 'intends', 'should', 'seeks', 'estimates', future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors including but not limited to: (1) macroeconomic condition and general industry conditions such as the competitive environment for companies in energy, resources and materials industries; (2) regulatory and litigation matters and risks; (3) legislative developments; (4) changes in tax and other laws and the effect of changes in general economic conditions; (5) the risk that a condition to closing of the transaction may not be satisfied; (6) the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated; and (7) other risks to consummation of the transaction.

To read PDF files you will need a copy of the (free) Adobe Reader.
Click on the logo to go to Adobe's website to download the reader.