[Sumitomo Mitsui Financial Group, Inc.]Notice Regarding the Conclusion of the Final Agreement on Strategic Joint Partnership in Auto Leasing Business (1/1)
November 2, 2011
Hitachi Capital Corporation
(Security Code No. 8586,
Hitachi Capital Auto Lease Corporation
(Security Code No. 8053,
Sumitomo Mitsui Financial Group, Inc.
(Security Code No. 8316,
Sumitomo Mitsui Auto Service Company, Limited
Notice Regarding the Conclusion of the Final Agreement on Strategic Joint Partnership in Auto Leasing Business
We are pleased to announce that Hitachi Capital Corporation (President: Kazuya Miura; hereinafter “Hitachi Capital”), Hitachi Capital Auto Lease Corporation (President: Akio Ohfuji; hereinafter “HCAL”), Sumitomo Corporation (President: Susumu Kato), Sumitomo Mitsui Financial Group, Inc. (President: Koichi Miyata; hereinafter “SMFG”) and Sumitomo Mitsui Auto Service Company, Limited (President: Makoto Sato; hereinafter “SMAS”) signed the final agreement dated today with respect to (i) business alliance with the aim of forming a strategic joint partnership in the auto leasing business, (ii) transfer of a part of the SMAS shares currently held by Sumitomo Corporation to Hitachi Capital and (iii) transfer of a part of the HCAL shares currently held by Hitachi Capital to SMAS (hereinafter, the above (i) is referred to as “Business Alliance,” the above (ii) and (iii) are each referred to as “Capital Alliance” and all of (i) through (iii) collectively referred to as “Business & Capital Alliances”) in accordance with the terms and conditions set forth below:
1. Basic Policy on Strategic Joint Partnership in Auto Leasing Business
As already reported in the press release “Notice Regarding Business & Capital Alliances for Strategic Joint Partnership in Auto Leasing Business” issued on March 31, 2011, Hitachi Capital, HCAL, Sumitomo Corporation, SMFG and SMAS have a basic policy of leveraging the resources of the customer base and know-how owned by SMAS and HCAL, of recognizing the other party as the best partner based on a spirit of mutual respect and collaboration, and of providing customers with high-value-added products, with the aim of strengthening mutual profitability as well as boosting market share.
2. Outline of Business
The contracting parties in the Business Alliance, namely Hitachi Capital, HCAL and SMAS, will jointly form comprehensive business ties in the auto leasing business with the aim of forming the No. 1 auto leasing company that can provide customers with high-value-added products and services following best practices in fairness and transparency through the Business Alliance.
3. Outline of Capital
The Parties will also form the following Business Alliance in order to facilitate smooth execution of the Business Alliance:
(i) Sumitomo Corporation will transfer 6,334,088 shares(*) of SMAS stock currently held (20% of the shares outstanding) to Hitachi Capital.
(*) The shares include SMAS class A classified stock currently held by Sumitomo Corporation that will be fully converted into SMAS common stock before the transfer of the shares.
(ii) Hitachi Capital shall assign 2,940 shares of HCAL stock currently held (49% of the shares outstanding) to SMAS.
November 2, 2011 Execution of the final agreement
January 2012 – March 2012 (planned) Execution of transfer of the shares
(after the approval of the relative authorities)