[English Translation]
July 30, 2010
Corporate Name: NKSJ Holdings, Inc.
Representatives: Makoto Hyodo, Chairman and Co-CEO
Masatoshi Sato, President and Co-CEO
Securities Code: 8630, TSE, OSE
NKSJ Group Asset Management Subsidiaries to Merge and Become a Direct Subsidiary
of NKSJ Holdings
Sompo Japan Asset Management Co., Ltd. (SJAM) and ZEST Asset Management Ltd. (Zest AM), the asset
management subsidiaries of, respectively, SOMPO JAPAN INSURANCE INC. (Sompo Japan) and the
NIPPONKOA Insurance Co., Ltd. (Nipponkoa), NKSJ Holdings’ main subsidiaries, will merge on October
1, 2010 (date subject to change), and the merged entity will become a direct subsidiary of NKSJ Holdings.
Each of Sompo Japan’s and Nipponkoa’s board of directors formally approved the details today.
This will be the first instance of an NKSJ Group company, other than Sompo Japan or Nipponkoa,
becoming a direct subsidiary of NKSJ Holdings since its establishment on April 1, 2010.
1. Purpose of merger and of making merged entity a direct subsidiary
The asset management subsidiaries will be merged to enhance the functions of the NKSJ Group’s asset
management operations. As a strategic subsidiary in which the NKSJ Group’s asset management
functions are concentrated, the merged entity will be moved from indirect subsidiary status to become a
direct subsidiary of NKSJ Holdings.
After this organizational restructuring, a certain part of Sompo Japan’s and Nipponkoa’s investment
operations are scheduled to be transferred to the merged entity, effectively merging the two companies’
investment functions that manage securities held as pure investments. After these investment operations
are transferred to the merged entity, NKSJ Holdings intends to expand its asset management business and
enhance the NKSJ Group’s profitability by consolidating the securities investment functions to enhance
professional skills and diversifying assets under management.
2. Outline of organizational restructuring
(1) Date of merger and of making merged entity a direct subsidiary
October 1, 2010 (subject to change)
(2) Merger method and change of company name
Absorption merger with SJAM as the surviving entity. The merged entity will be renamed SOMPO
JAPAN NIPPONKOA Asset Management Co.,Ltd.
(3) Merger ratio
1.204167 (= 7,225 / 6,000) shares of SJAM common stock are to be delivered for each share of Zest
AM common stock (ratio subject to change). The merger ratio will be agreed on by discussion between
the concerned parties, with reference to results of calculations requested from independent appraiser.
*New SJAM shares to be issued in conjunction with the organizational restructuring: 7,225 shares of
common stock (subject to change)
(4) Method by which merged entity will become NKSJ Holdings’ direct subsidiary
Shares of the new asset management company held by Sompo Japan and Nipponkoa will be delivered
in-kind to NKSJ Holdings.
To continue reading, please go to the following page:
http://www.nksj-hd.com/doc/pdf/e_news2010/e_20100730_1.pdf