Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Banking Corporation

 

Sumitomo Mitsui Banking Corporation to Acquire OMC Card Stocks Shares

 

TOKYO , July 27, 2007 – Sumitomo Mitsui Banking Corporation (SMBC, President: Masayuki Oku), today resolved to acquire stocks shares of OMC Card, Inc. (OMC, President and COO: Shinji Ebata) from Daiei, Inc. (Daiei, President and CEO: Toru Nishimi) and Japan Distribution Leasing Corporation (JDL, President: Shigeru Uesugi).

1. Method of Purchase

SMBC will acquire stakes in shares of OMC through purchase of purchases of 1) stocks  shares and 2) trust beneficiary interests.

(1) Stock Purchase

SMBC will purchase OMC stocks shares from Daiei and JDL as the followings follows :

         i)     Number of stocks shares to be purchased from:
                 Daiei:      8,367,000 shares
                 JDL:        1,000,000 shares
                 Total:       9,367,000 shares (4.43% voting rights)

         ii)     Purchase amount*: JPY 10,303,700,000 in total or JPY 1,100 per share
                 *The purchase amount has been was determined by considering upon taking into account expected synergies from   out of collaboration s
                    between the SMFG group companies and OMC, and based on the stock price trend           performance and the outcome of

the due diligence.

(2) Purchase of Trust Beneficiary Interests

Given the necessity to adapt OMC’s operations to the b B ank ing l L aw (the “ B ank L aw A daptation”) , SMBC will purchase from Daiei, trust beneficiary interests (the “TBI”) primarily for 58,633 thousand shares of OMC stock s (the “ Stocks S hares in Trust”) entrusted by means of comprehensive securities and money trust (the “CSMT”).

The CSMT designates Daiei to give directions instructions for voting , etc . in relation to the Shares Stocks in Trust, and SMBC to give directions instructions for rights other than voting.  As soon as the B b ank ing L l aw A a daptation at OMC is completed, such direction instruction rights for voting , etc will be automatically transferred to SMBC, and with the CSMT terminating, SMBC will acquire the OMC stocks shares .

         i)     Number of stocks shares to be entrusted:
                 58,633,000 shares (27.72% voting rights)

         ii)     Purchase amount: JPY 64,496,300,000 (excluding portion for the money trust)

2. Status of SMBC’s Holding of OMC Stocks Shares

(1)Number of Stocks Shares Before the Acquisition             999,400 shares    (0.47%  voting rights)
(2)Number of Stocks Shares to be Acquired                      9,367,000 shares    (4.43%  voting rights)
(3)Number of Stocks Sahres in Trust                              58,633,000 shares  (27.72%  voting rights)
(4)Number of Stocks Shares After the Acquisition (2)      10,366,400 shares    (4.90%  voting rights)
      Number of Stocks Shares After Termination of the CSMT68,999,400 shares(32.62%  voting rights)

Since Daiei will continue to hold voting rights at OMC (including those to be executed in the form of direction instruction rights under the CSMT) of 48.53% and has a majority on the OMC board with Daiei’s affiliates even after the purchase of the OMC stocks shares and the TBI as stated in the first section (Method of Purchase), OMC will remain Daiei’s consolidated subsidiary. However, after the completion of the banking Bank L l aw A a daptation and SMBC’s acquisition of the OMC Stocks Shares in Trust, OMC will become an equity method affiliate of SMBC.

3. Schedule

July 27, 2007              Board R r esolution
July 27, 2007              Execution of s S tock P p urchase A a greement, CSMT D d eed
                                 and t T rust B b eneficiary I i nterest P p urchase A a greement
August 2, 2007           Delivery of S s tock C c ertificate s and T t rust B b eneficiary I i nterest
February 8, 2008*       Termination of the CSMT and D d elivery of C c ertificate of Stocks s hares in T t rust

* CSMT will terminate as soon as OMC completes the Bank banking l L aw A a daptation, which could be earlier than February 8, 2008

4. Others

In view of the With SMBC’s acquisition of OMC stocks shares , Sumitomo Mitsui Financial Group, Inc., SMBC, Sumitomo Mitsui Card Co., Ltd. and OMC today executed “Memorandum of Understanding regarding Strategic Alliance” and agreed to commence studies toward establishing a strategic alliance in the credit card business.

 

[For Reference]

Description of Issuer of the Stocks to be Acquired

(1)   Company Name:          OMC Card, Inc.
(2)   Representative:            Shinji Ebata, President and COO
(3)   Head Office:                2-16-4 Konan, Minato-ku, Tokyo
(4)   Founded:                      September 11, 1950
(5)   Principal Businesses:    Credit Card Business, etc.