Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by: The Sumitomo Trust and Banking Co., Ltd.
Subject Company: The Sumitomo Trust and Banking Co., Ltd.
Commission File Number: 132-02705
Dated October 28, 2010
To whom it may concern
October 28, 2010
Chuo Mitsui Trust Holdings, Inc.
(Securities Code: 8309 TSE, OSE, NSE)
The Sumitomo Trust and Banking Co., Ltd.
(Securities Code: 8403 TSE, OSE)
Agreement on Composition of Directors and Corporate Auditors of
Sumitomo Mitsui Trust Holdings, Inc. upon the Management Integration of
Chuo Mitsui Trust Group and The Sumitomo Trust and Banking Group
Chuo Mitsui Trust Holdings, Inc. (“CMTH”; President: Kazuo Tanabe) and The Sumitomo Trust and Banking Co., Ltd. (“STB”; President and CEO: Hitoshi Tsunekage) hereby announce that they have agreed on the composition of directors and corporate auditors of Sumitomo Mitsui Trust Holdings, Inc. which is planned to become the new holding company as of April 1, 2011 (current CMTH will change its corporate name on the same day) upon the planned Management Integration of the two groups, and that today, CMTH’s board of directors accordingly resolved as described below.
The Management Integration is subject to the approvals by both CMTH and STB shareholders at their respective extraordinary general meetings, and the approvals of the relevant authorities.
1. Board of Directors (as of April 1, 2011)
There will be 10 directors as follows.
Name | Position (Planned) | Current Positions (Major Positions) | ||
Hitoshi Tsunekage | Chairman | President and Chief Executive Officer of STB | ||
Kazuo Tanabe | President | President of CMTH Chairman of The Chuo Mitsui Trust and Banking Company, Limited (“CMTB”) | ||
Jun Okuno | Director | Director of CMTH President of CMTB | ||
Kiyoshi Mukohara | Director | Director and Senior Executive Officer of STB | ||
Kunitaro Kitamura | Director | Deputy President of CMTH | ||
Akio Otsuka | Director | Director and Senior Executive Officer of STB | ||
Nobuo Iwasaki | Director | Senior Managing Director of CMTH First Senior Executive Officer of CMTB | ||
Junichi Sayato | Director | Director and Managing Executive Officer of STB | ||
Shinji Ochiai | Director | Managing Director of CMTH | ||
Tetsuo Ohkubo | Director | Director and Managing Executive Officer of STB | ||
Directors are listed in order of date of birth, except for the Chairman and the President.
2. Corporate Auditors (as of April 1, 2011)
There will be 6 corporate auditors (including 4 external auditors) as follows.
Name | Position (Planned) | Current Positions (Major Positions) | ||
Teruhiko Sugita | Auditor | Director and Senior Executive Officer of STB | ||
Tetsuo Amano | Auditor | Corporate Auditor of CMTH | ||
Hitoshi Maeda | External auditor | Statutory Auditor of STB | ||
Hiroyuki Nakanishi | External auditor | Corporate Auditor of CMTH Corporate Auditor of CMTB | ||
Toshio Hoshino | External auditor | Statutory Auditor of STB | ||
Yasuhiko Takano | External auditor | Corporate Auditor of CMTH Corporate Auditor of CMTB | ||
Auditors and external auditors are listed in order of date of birth, respectively.
(End)
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For further information, please contact: Chuo Mitsui Trust Holdings, Inc. | IR Group, General Planning Department | +81-3-5232-8828 | ||
The Sumitomo Trust and Banking Co., Ltd. | IR Office, Financial Management Department | +81-3-3286-8354 |
Cautionary Statement Regarding Forward-Looking StatementsThis announcement contains certain forward-looking statements that reflect the plans and expectations of Chuo Mitsui Trust Holdings, Inc. and The Sumitomo Trust and Banking Co., Ltd. in relation to, and the benefits resulting from, their proposed business combination and business alliance. These forward-looking statements may be identified by words such as ‘believes’, ‘expects’, ‘anticipates’, ‘projects’, ‘intends’, ‘should’, ‘seeks’, ‘estimates’, ‘future’ or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors including but not limited to:
| • | failure of the parties to agree on some or all of the terms of business combination; |
| • | failure to obtain a necessary shareholder approval; |
| • | inability to obtain some or all necessary regulatory approvals or to fulfill any other condition to the closing of the transaction; |
| • | changes in laws or accounting standards, or other changes in the business environment relevant to the parties; |
| • | challenges in executing our business strategies; |
| • | the effects of financial instability or other changes in general economic or industry conditions; and |
| • | other risks to consummation of the transaction. |
Additional Information and Where to Find It
Chuo Mitsui Trust Holdings, Inc. may file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its proposed business combination with The Sumitomo Trust and Banking Co., Ltd. The Form F-4, if filed, will contain a prospectus and other documents. If the Form F-4 is filed and declared effective, the prospectus contained in the Form F-4 is expected to be mailed to U.S. shareholders of The Sumitomo Trust and Banking Co., Ltd. prior to the shareholders’ meeting at which the proposed business combination will be voted upon. The Form F-4, if filed, and prospectus, as they may be amended from time to time, will contain important information about Chuo Mitsui Trust Holdings, Inc. and The Sumitomo Trust and Banking Co., Ltd., the business combination and related matters including the terms and conditions of the transaction. U.S. shareholders of The Sumitomo Trust and Banking Co., Ltd. are urged to read carefully the Form F-4, the prospectus and the other documents, as they may be amended from time to time, that have been or may be filed with the SEC in connection with the transaction before they make any decision at the shareholders meeting with respect to the business combination. The Form F-4, if filed, the prospectus and all other documents filed with the SEC in connection with the business combination will be available when filed, free of charge, on the SEC’s web site athttp://www.sec.gov. In addition, the prospectus and all other documents filed with the SEC in connection with the business combination will be made available to U.S. shareholders of The Sumitomo Trust and Banking Co., Ltd., free of charge, by faxing a request to Chuo Mitsui Trust Holdings, Inc. at +81-3-5232-8716 or to The Sumitomo Trust and Banking Co., Ltd. at +81-3-3286-4654.
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