Given these circumstances, in order to comply with the requirements of today's marketplace, SBIH has resolved to end the subsidiary listing of SBIET.
In that regard, SBIET management is keenly aware of its need to cooperate more closely with the SBIH Group in order to offer its customers the value-added financial services that they deserve.
By making SBIET its wholly-owned subsidiary, SBIH will further deepen SBIET's relationship with the Group companies, so that the highest levels of synergistic business opportunities may be employed, and a true one-stop financial service center may be realized.
Note 1) Share allotment ratio: SBIH shall allocate 3.
Note 2) Shares to be issued in the Share Exchange: In the Share Exchange, SBIH will issue to SBIET shareholders (being the beneficial shareholders, excluding SBIH), in exchange for their common shares, the amount of common shares of SBIH equal to the aggregate number of shares held as of the day preceding the effective date (the effective date being August 1, 2008) by all shareholders entered or recorded in the final SBIET shareholders' register (including the beneficial shareholders' register) multiplied by 3.
Note 3) If significant changes in the results of due diligence or the terms and conditions base of calculation occur, SBIH and SBIET may make changes to the above ratio upon discussions.
In order to ensure the fairness and appropriateness of the share exchange, SBIH requested Ernst & Young Transaction Advisory Services Co.
SBIH has been listed on the first section of both Tokyo Stock Exchange and Osaka Stock Exchange, and SBIET has been listed on JASDAQ Securities Exchange.
E&Y set the last business day of the month prior to signing of the basis agreement (December 28, 2007) as a "record date of evaluation", and calculated the average closing price per share of both SBIH and SBIET shares in the previous one-month period preceding record date of evaluation, in the previous two-month period preceding record date of evaluation, as well as in the previous three-month period preceding record date of evaluation.
Furthermore, both SBIH and SBIET businesses are significantly impacted by the stock market fluctuation and it was difficult to estimate financial numbers appropriately in the future by a discount cash flow analysis.
As the third-party institution, E&Y calculated the share exchange ratio to report its result as a reference to be made decision by board of director of SBIH.