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Press Room
Notice Regarding Change of Date of Business Merger for Transportation Interior Materials
2010-03-24
Since the "Basic Agreement on Establishment of A New Merger Company for Transportation Interior Materials" reached on June 18, 2009, Toyota Boshoku
Corporation ("Toyota Boshoku"), Kawashima Selkon Textiles Co., Ltd. ("Kawashima Selkon Textiles") and Toyota Tsusho Corporation ("Toyota Tsusho") have been discussing merger of such businesses ("This Business Merger"), agreed on the details of This Business Merger and concluded a merger agreement
("This Merger Agreement") on December 22, 2009.
Today, we advise you that the three companies decided to conclude a memorandum to modify a part of This Merger Agreement and to change the effective
date ("This Effective Date") and execution date of share transfer ("This Share Transfer Date") described in 2. Method of This Business Merger of "Conclusion of Agreement on Business Merger for Transportation Interior Materials" jointly released on December 22, 2009.
1. Changes
2. Method of This Business Merger
(Changes are underlined)
Before change |
After change |
1) Toyota Boshoku, Kawashima Selkon Textiles and Toyota Tsusho to establish a new company, TB Kawashima Co., Ltd. ("TB Kawashima" as released on June 18, 2009) as of December 22, 2009. |
No change |
2) Kawashima Selkon Textiles to split out interior material business for automobiles, trains and aircrafts, which TB Kawashima to succeed on April 1, 2010 as the effective date. (hereinafter called ?This Company Split ) |
2) Kawashima Selkon Textiles to split out interior material business for automobiles, trains and aircrafts, which TB Kawashima to succeed on July 1, 2010 as the effective date. (hereinafter called ?This Company Split ) |
3) Toyota Boshoku to spit out transportation interior material business, which TB Kawashima to succeed on April 1, 2010 as the effective date (hereinafter called "This Company Split "), and together with This Company Split collectively , "This Company Split"). |
3) Toyota Boshoku to spit out transportation interior material business, which TB Kawashima to succeed on July 1, 2010 as the effective date (hereinafter called "This Company Split "), and together with This Company Split collectively , "This Company Split"). |
4) TB Kawashima and Tatsumura Textile AI Co., Ltd. ("Tatsumura Textile AI") to merge by absorption with TB Kawashima as surviving corporation and Tatsumura Textile AI as expired corporation on April 1, 2010 as the effective date ("This Merger"). |
4) TB Kawashima and Tatsumura Textile AI Co., Ltd. ("Tatsumura Textile AI") to merge by absorption with TB Kawashima as surviving corporation and Tatsumura Textile AI as expired corporation on July 1, 2010 as the effective date ("This Merger"). |
5) Kawashima Selkon Textiles to transfer a part of its shares in TB Kawashima to Toyota Boshoku and Toyota Tsusho on April 1, 2010 as the execution date of share transfer. |
5) Kawashima Selkon Textiles to transfer a part of its shares in TB Kawashima to Toyota Boshoku and Toyota Tsusho on July 1, 2010 as execution date of share transfer. |
2. Reason for change of date of This Business Merger
We have been taking procedures necessary for competition laws based on respective countries concerned, but as anti-trust reviews continue overseas as of now, decided to conclude a memorandum to change a portion of This Merger Agreement and change This Effective Date and This Share Transfer Date from April 1, 2010 to July 1, 2010 as mentioned above 1. Other procedures regarding This Business Merger have been proceeding as scheduled.
3. Forecast
The three companies will continue to work cooperatively for the smooth proceeding required based on the concerned competition laws toward This Business Merger on July 1, 2010.
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