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- Mitsui & Co., Ltd.
Corporate Communications Division
Mitsui & Co., Ltd. ("Mitsui") announced today that JX Nippon Oil & Energy Corporation ("NOE", a wholly owned subsidiary of JX Holdings, Inc.) and Mitsui Marubeni Liquefied Gas Co., Ltd. ("MLG", a joint-venture between Mitsui and Marubeni Corporation ("Marubeni"), owned 60% by Mitsui and 40% by Marubeni) have signed an agreement on an "absorption-type split" (kyushu bunkatsu) to integrate the liquefied petroleum gas ("LPG") business of MLG and NOE's LPG business unit ("Integration") and establish an integrated company ("Newco") as of March 1, 2011, following an agreement on the Integration between the parties as previously announced on August 3, 2010.
Please note that the Integration is subject to review by the relevant regulatory and governmental authorities.
The purpose of the Integration is to strengthen the respective competitiveness and profitability of LPG business through rationalizing the whole supply chain. The Newco will aim to be an energy company which meets customers' needs, fulfilling its responsibility to become a more efficient and stable LPG supplier and focusing positively on new energy business, such as sales of fuel cells, by utilizing its nationwide sales networks for the supply of LPG.
1) Method of the Integration
The Integration units are NOE's LPG business ("NOE's carved-out LPG business"*) and MLG. The Newco will be established based on an "absorption-type split" (kyushu bunkatsu) through which MLG, as the successor company, will acquire NOE's carved-out LPG business. Furthermore, NOE will carve out its assets necessary for Newco to operate its LPG business.
* NOE's carved-out LPG business does not include NOE's LPG business which used to be carried out by the former Japan Energy Corporation ("Japan Energy") or its affiliates, as well as NOE's business in propylene, intermediate products of oil refining process, etc. The main assets of NOE's carved-out LPG business are as follows.
(1) Facilities and land for terminals and LPG filling stations in Niigata, Akita and Sendai (Kagoshima Pref.) Terminal.
(2) Facilities and land related to LPG business in Sendai (Miyagi Pref.), Kawasaki and Osaka Terminal.
(3) Shares of KYUSHU L.P.G. FUKUSHIMA TERMINAL COMPANY, LIMITED and Onahama LPG Terminal.
(4) Shares of six LPG sales subsidiaries owned by ENEOS FRONTIER CO., LIMITED, a wholly owned subsidiary of NOE.
2) Date of Integration: March 1, 2011
1) Outline of the company profile (as of March 1, 2011)
|(1) Name||ENEOS GLOBE Corporation|
|(2) Head Office||2-11-1, Nagata-cho, Chiyoda-ku, Tokyo, Japan|
|(3) Capital||2 billion yen|
|(4) Fiscal Year||Closing on the end of March|
|(5) Shareholders||NOE 66,668 shares, Mitsui 40,000 shares, Marubeni 26,667 shares|
|(6) Board Members (planned)
||President : Jun Matsuzawa (from NOE)
Vice President : Masakazu Sato (from MLG)
Vice President : Hajime Tamaki (from MLG)
The other eight directors will be appointed.
Four auditors will be appointed.
|(7) Number of Employees||Approx. 300 employees (planned)|
|(8) Location of Terminals||Import Terminals (10)||Aomori (Aomori Pref.)
Sendai (Miyagi Pref.)
Niigata (Niigata Pref.)
Nanao (Ishikawa Pref.)
Chiba (Chiba Pref.) *1
Ichihara (Chiba Pref.) *2
Kawasaki (Kanagawa Pref.)
Osaka (Osaka Pref.)
Karatsu (Saga Pref.)
Fukushima (Nagasaki Pref.)*3
|Domestic Terminals (6)||Kushiro (Hokkaido Pref.)
Ishikari (Hokkaido Pref.)
Akita (Akita Pref.)
Shiogama (Miyagi Pref.)
Onahama (Fukushima Pref.) *4
Sendai (Kagoshima Pref.)
|Branch Offices (10)||Hokkaido, Tohoku, Kanto, Tokyo, Chubu, Hokuriku, Kansai, Chugoku, Kyushu, Broad-Area|
|(9) Subsidiaries||Number of main sales subsidiaries : 8|
*1 The LPG terminal owned by Marubeni Ennex Corporation, a subsidiary of Marubeni.
*2 The LPG terminal owned by Kyokuto Petroleum Industries., Ltd, a joint-venture between MITSUI OIL CO., LTD and ExxonMobil Corporation.
*3 The LPG terminal owned by KYUSHU L.P.G. FUKUSHIMA TERMINAL COMPANY, LIMITED, a joint-venture between ENEOS GLOBE Corporation and Astomos Energy Corporation.
*4 The LPG terminal owned by Onahama LPG Terminal, a subsidiary of ENEOS GLOBE Corporation.
2) Corporate Logo
(1) Japanese :
(2) English :
3) Business Activities
(1) Main Business Activities
LPG imports and marketing, new energy related instruments marketing.
<Import / Sales Volume>
- LPG Import Volume : Approx. 3,160,000 MT (2009FY, sum of the volume of NOE & MLG)
- LPG Domestic Sales Volume : Approx. 3,630,000 MT (ditto)
- Number of retail customers : Approx. 300,000 (2009FY, sum of those of sales subsidiaries)
(2) Brand Names after the Integration
The Newco will use "ENEOS", which is currently used by NOE, and "GLOBE", which is currently used by MLG, respectively.
This press release includes forward-looking statements about Mitsui. These forward-looking statements are based on the current assumptions and beliefs of Mitsui in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest annual report on Form 20-F, which has been filed with the U.S. Securities and Exchange Commission.
This press release is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.