This share exchange is made for the securities of a Japanese company. This share exchange is subject to disclosure requirements of Japan that are different from those of the United States. Financial information included in this notice has been prepared in accordance with generally accepted Japanese accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country, and some or all of its officers are residents of a foreign country. You may not be able to sue a foreign company or its officers in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document for all purposes.
April 8, 2016
FamilyMart Co., Ltd. ("FamilyMart") announces that it resolved at a meeting of the Board of Directors that a proposal regarding partial amendments to the Articles of Incorporation be submitted to the 35th Ordinary General Meeting of Shareholders (the "Ordinary General Meeting of Shareholders") of FamilyMart to be held on May 26, 2016.
Reasons for the Amendments
As per the announcement in the news release "Notice Regarding the Execution of the Basic Agreement Concerning the Management Integration between FamilyMart Co., Ltd. and UNY Group Holdings Co., Ltd." dated on October 15, 2015 (the "Release Dated on October 15, 2015"), FamilyMart and UNY Group Holdings Co., Ltd. ("UNY Group Holdings") have previously entered into a basic agreement concerning the management integration of the two companies (the "Management Integration") and have further discussed the Management Integration.
Subsequently, as per the announcement in the news release "Notice Regarding the Execution of the Absorption-Type Merger Agreement between FamilyMart Co., Ltd. and UNY Group Holdings Co., Ltd. and Absorption-Type Demerger Agreement between FamilyMart Co., Ltd. and Circle K Sunkus Co., Ltd., and the Change of Company Name" dated on February 3, 2016, the respective boards approved the execution of an absorption-type merger agreement between FamilyMart and UNY Group Holdings, the execution of an absorption-type demerger agreement between FamilyMart and Circle K Sunkus Co., Ltd. ("CKS") in respect of an absorption-type demerger to be consummated subject to the consummation of the absorption-type merger on September 1, 2016, and the change of the company names of FamilyMart and CKS on the same date. In addition, FamilyMart and UNY Group Holdings entered into the absorption-type merger agreement and FamilyMart and CKS entered into the absorption-type demerger agreement on February 3, 2016.
Through the Management Integration, FamilyMart will transfer the rights and obligations of its convenience stores ("CVS") businesses based on the CVS franchise system to CKS (planned to change its company name to "FamilyMart Co., Ltd." on September 1, 2016) on September 1, 2016 (scheduled) and will make a transition to a holding company which controls and manages each operating company. In association with the change of management structure, we propose the amendments to the current Article 1 (Trade Name) and Article 2 (Objectives) of the Articles of Incorporation.
The partial amendments to the Articles of Incorporation will be effective on September 1, 2016 (scheduled), subject to the approval of the proposals of the absorption-type merger agreement and the absorption-type demerger agreement as originally proposed and the consummation of the absorption-type merger and the absorption-type demerger (that will be effective on the same date).
Details of the Amendments
Please see Appendix I for details of the amendments.
Schedule
The Ordinary General Meeting of Shareholders for the partial amendments to the Articles of Incorporation:
Effective date of the partial amendments to the Articles of Incorporation:
May 26, 2016 (Scheduled)
September 1, 2016 (Scheduled)
End
Appendix I: Details of Amendments
Please see below for details of the amendments.
(Underlined portions indicate the amendments)
Current Articles of Incorporation | Proposed Amendments |
(Trade Name) Article 1 The Company names itself FamilyMart Co., Ltd. (Objectives) Article 2 The Company aims to operate the following businesses: | (Trade Name) Article 1 The Company names itself FamilyMart UNYHoldings Co., Ltd. (Objectives) Article 2 The Company aims to control or manage thebusiness activities of companies (including foreigncompanies), associations (including foreign equivalents) and any other equivalent businessentities that engage in the following lines of business by holding stocks or interests in such entities. |
agency business |
/ edible oils and fats, seasonings, tea, coffee, cocoa, drinking water, alcoholic beverages, ice and other food and beverages |
| and educational materials
picture file data which can be downloaded |
FamilyMart Co. Ltd. issued this content on 08 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 April 2016 07:15:33 UTC
Original Document: http://www.family.co.jp/english/news_releases/pdf/160408_2.pdf