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Toyota Tsusho to make Biscaye Holdings its Wholly-Owned Subsidiary through a Share Exchange
2010-05-28
Toyota Tsusho Corporation ("Toyota Tsusho") and Biscaye Holdings Co., Ltd. ("Biscaye Holdings") hereby announce that their boards of directors, at their respective board meetings held today, passed resolutions to conduct a share exchange (the "Share Exchange") with an effective date of August 31, 2010, that will make Toyota Tsusho the parent company and sole shareholder of Biscaye Holdings and Biscaye Holdings a wholly-owned subsidiary of Toyota Tsusho. The two companies subsequently concluded a share exchange agreement (the "Agreement"). Details are as follows.
Toyota Tsusho plans to conduct the Share Exchange without obtaining approval at a general meeting of its shareholders in accordance with the simplified share exchange procedures set forth in Article 796, paragraph 3, of the Companies Act.
Biscaye Holdings common stock is scheduled to be delisted from the Osaka Securities Exchange Co., Ltd.'s JASDAQ stock exchange (the "JASDAQ stock exchange") before the Share Exchange's effective date.
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