Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by: NIPPONKOA Insurance Co., Ltd.
Subject Company: SOMPO JAPAN INSURANCE INC. (SEC File No. 132-02678)
Subject Company: NIPPONKOA Insurance Co., Ltd. (SEC File No. 132-02677)
November 10, 2009
Corporate Name: | SOMPO JAPAN INSURANCE INC. | |||
Name of Representative: | Masatoshi Sato, President and CEO | |||
(Code Number: 8755 | TSE, OSE, NSE, SSE and FSE) | |||
Corporate Name: | NIPPONKOA Insurance Co., Ltd. | |||
Name of Representative: | Makoto Hyodo, President and CEO | |||
(Code Number: 8754 | TSE, OSE and NSE) | |||
Regarding Management Framework of NKSJ Holdings, Inc.
SOMPO JAPAN INSURANCE INC. (President and Chief Executive Officer: Masatoshi Sato) (“SOMPO JAPAN”) and NIPPONKOA Insurance Co., Ltd. (President and Chief Executive Officer: Makoto Hyodo) (“NIPPONKOA”) (collectively, the “Parties”) hereby announce that the Parties agreed as provided below in respect of the management framework of a joint holding company, “NKSJ Holdings, Inc.” (the “Holding Company”), scheduled to be incorporated on April 1, 2010, in connection with the “Business Integration Agreement” executed on October 30, 2009.
Upon incorporation of the Holding Company, the organizational principles on the advisory bodies for the board of directors will be as follows:
| 1. | As advisory bodies for the board of directors, the “Nomination and Compensation Committee” and the “Investment Committee” shall be established. |
| 2. | The purpose of the Nomination and Compensation Committee is to ensure transparency in the process of appointing directors/corporate auditors/officers and determining their compensation. |
| 3. | The purpose of the Investment Committee is to improve the asset management capabilities of the Holding Company group. |
| 4. | Each of the committees above shall consist of five members selected from the Holding Company’s board of directors by a board resolution, of which three, including the chairman of the respective committee, shall consist of outside directors. |
END.
SOMPO JAPAN INSURANCE INC. (“SOMPO JAPAN”) and NIPPONKOA Insurance Co., Ltd. (“NIPPONKOA”) may file a registration statement on Form F-4 (“Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with their proposed business combination. The Form F-4 (if filed) will contain a prospectus and other documents. If a Form F-4 is filed and declared effective, the prospectus contained in the Form F-4 will be mailed to U.S. shareholders of SOMPO JAPAN and NIPPONKOA prior to their respective shareholders’ meetings at which the proposed business combination will be voted upon. The Form F-4 and prospectus (if the Form F-4 is filed) will contain important information about SOMPO JAPAN and NIPPONKOA, the proposed business combination and related matters. U.S. shareholders of SOMPO JAPAN and NIPPONKOA are urged to read the Form F-4, the prospectus and other documents that have been or may be filed with the SEC in connection with the proposed business combination carefully before they make any decision at the respective shareholders’ meeting with respect to the proposed business combination. Any documents filed with the SEC in connection with the proposed business combination will be made available when filed, free of charge, on the SEC’s web site atwww.sec.gov. In addition, upon request, the documents can be distributed for free of charge. To make a request, please refer to the following contact information.
| SOMPO JAPAN INSURANCE INC. | NIPPONKOA Insurance Co., Ltd. | |
26-1, Nishi-Shinjuku 1-chome, Shinjuku Tokyo, Japan 160-8338 | 7-3, Kasumigaseki 3-chome, Chiyoda-ku Tokyo, Japan 100-8965 | |
Investor Relations Office Corporate Planning Department | Investor Relations, Corporate Planning Department | |
| Shinichi Hara | Yoko Hirao | |
| Tel: 81-3-3349-3913 | Tel: 81-3-3593-5418 | |
| E-mail:SHara1@sompo-japan.co.jp | E-mail:yoko.hirao@nipponkoa.co.jp | |
| URL: http:///www.sompo-japan.co.jp | URL: http//www:nipponkoa.co.jp |
Note Regarding Forward-looking Statements
This document includes “forward-looking statements” that reflect the plans and expectations of SOMPO JAPAN and NIPPONKOA in relation to, and the benefits resulting from, their proposed business combination and business alliance described above. To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of SOMPO JAPAN and NIPPONKOA in light of the information currently available to them, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the actual results, performance, achievements or financial position of SOMPO JAPAN and NIPPONKOA (or the post-business combination group) to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. SOMPO JAPAN and NIPPONKOA undertake no obligation to publicly update any forward-looking statements after the date of this document. Investors are advised to consult any further disclosures by SOMPO JAPAN and NIPPONKOA (or the post-business combination group) in their subsequent domestic filings in Japan and filings with the SEC.
The risks, uncertainties and other factors referred to above include, but are not limited to:
| (1) | economic and business conditions in and outside Japan; |
| (2) | the regulatory outlook of the Japanese insurance industry; |
| (3) | occurrence of losses the type or magnitude of which could not be foreseen at the time of writing the insurance policies covering such losses; |
| (4) | the price and availability of reinsurance; |
| (5) | the performance of the two companies’ (or the post-business combination group’s) investments; |
| (6) | the two companies’ being unable to reach a mutually satisfactory agreement on the detailed terms of the proposed business combination or otherwise unable to complete it; and |
| (7) | difficulties in realizing the synergies and benefits of the post-business combination group. |
