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JX Holdings and TonenGeneral announce final merger agreement

Japan’s JX Holdings, Inc. (JXHD) and TonenGeneral Sekiyu K.K. have announced their final merger agreement. The two businesses will be called JXTG Holdings effective April 1, 2017. The business integration plan is still subject to approval at the general meetings of shareholders of both companies and the approval of relevant government authorities, and subject to other conditions.

The two companies, which announced their merger plans in December 2015, said they “agreed to consummate the business integration in order to maximize their enterprise value by combining the business resources of their company groups and carrying out intensive business reforms.”

After the integration of their two businesses, JXHD and TonenGeneral aim to establish a strong integrated corporate group under a holding company structure “in order to develop into one of the most prominent and internationally competitive comprehensive energy, natural resource and materials company groups in Asia.”

Yasushi Kimura, chairman of the Board and representative director in JX Holdings; Yukio Uchida, president at JX Holdings; and, Jun Muto, president at TonenGeneral, will become chairman, president and vice-president of the integrated holding company, respectively.

Under the final merger agreement, TonenGeneral will become a wholly owned subsidiary of JX Holdings through a share exchange on April 1, 2017, wherein each share of TonenGeneral will be converted into 2.55 shares of JX Holdings.

JX Holdings will implement on the same day an “absorption-type merger,” with JX Nippon Oil & Energy Corporation as the surviving company and TonenGeneral as the merged company. The new company will be named JXTG Nippon Oil & Energy Corporation. Prior to the business integration, TonenGeneral plans to merge with EMG Marketing Godo Kaisha, one of the main subsidiaries in its group, on January 1, 2017.

JXTG Nippon Oil & Energy Corporation, which will be engaged in refining, production and marketing of petroleum products such as gasoline, heating oil, lubricants, etc., and petrochemical products, import and sale of gas and coal, supply of electricity and other businesses, will be the largest oil and energy company in Japan.

Tsutomu Sugimori, president of JX Energy, and Takashi Hirose, vice-president of TonenGeneral, will become president and vice-president, respectively, of JXTG Nippon Oil & Energy Corp.