J Trust Co., Ltd. (TSE:8508) agreed to acquire Nexus Bank Co., Ltd. (JASDAQ:4764) for ¥6 billion on January 12, 2022. 0.20 shares of JT common stock will be allotted and delivered for 1 share of NB common stock. 10,867,860 JT common stock will be delivered through the Share Exchange.

Post completion Nexus Bank Co., Ltd. will be removed from the Index and The shares of J Trust Co., Ltd will be increased according to the stock terms of the transaction. Nexus Bank Co.,Ltd will become wholly owned subsidiary of J Trust Co.,Ltd after completion. The transaction is subject to approval of Shareholders of Nexus Bank by a resolution of the Ordinary General Meeting of Shareholders scheduled to be held on March 15, 2022.

The common stock of NB will be delisted on March 30, 2022. The Share Exchange is scheduled to take effect on April 1, 2022. NB has selected TMI Associates as a legal advisor and has received legal advice on the method and process of determining the opinions of the Board of Directors, including the procedures for the Share Exchange.

In addition, NB requested TMI Associates, a legal advisor, to carry out legal due diligence for JT, and EY Strategy Consulting Co., Ltd. to carry out financial due diligence for JT. JT has assigned Akasaka International Accounting Co., Ltd. and NB assigned Minamiaoyama FAS Corporation for the calculation.