SearchNotice Regarding the Share Exchange Transaction by Canon Marketing Japan Inc. to Make Showa Information Systems Co., Ltd. a Wholly-Owned Subsidiary
Please be informed that Canon Marketing Japan Inc. (hereinafter referred to as "Canon MJ" or the "Company") and Showa Information Systems Co., Ltd. (hereinafter referred to as "Showa Information Systems") have decided at their respective board of directors’ meetings held earlier today to enter into a share exchange transaction, effective May 1, 2012, for the purpose of making Showa Information Systems a wholly-owned subsidiary of Canon MJ (hereinafter referred to as the "Share Exchange") and have concluded an share exchange agreement (hereinafter referred to as the "Share Exchange Agreement").
It is scheduled that the Share Exchange will be carried out, without obtaining a resolution of the general meeting of shareholders of the respective companies for approval, through a simplified share exchange procedure prescribed in the main clause of Article 796, Paragraph 3 of the Companies Act in the case of Canon MJ and a summary share exchange procedure prescribed in the main clause of Article 784, Paragraph 1 of the Companies Act in the case of Showa Information Systems.
It is also scheduled that the shares in Showa Information Systems will be delisted from the JASDAQ standard market of the Osaka Securities Exchange Co., Ltd. (hereinafter referred to as the "JASDAQ market") as of April 25, 2012 (last trading date: April 24, 2012) prior to the effective date of the Share Exchange (May 1, 2012 (scheduled)).
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