 |
| December 5, 2000 |
|
| Fundamental Points of the Merger Contract between The Sumitomo M&F and Mitsui M&F |
The Sumitomo Marine & Fire Insurance Co.,Ltd.
Mitsui Marine & Fire Insurance Co.,Ltd. |
Each of The Sumitomo Marine & Fire Insurance Co., Ltd. (President
: Hiroyuki Uemura) and Mitsui Marine & Fire Insurance Co., Ltd.
( Chairman, President & CEO : Takeo Inokuchi) at its meeting of
the Board of Directors held today approved "Fundamental Points
of the Merger Contract", such as Corporate Name, Head Office
Location, Merger Structure, Merger Ratio, and Top Management, the
merger having been agreed upon between the two companies under the
spirit of equal partnership by a Basic Agreement To Merge of March
27, 2000 with effect from October 1, 2001.
The following points will be concluded formally subject to the approval
of the shareholders' meeting of each of the companies (scheduled to
be held in June 2001) after signing a Contract of Merger (scheduled
to be signed in April 2001).
| I. |
Corporate Name |
|
MITSUI SUMITOMO INSURANCE COMPANY, LIMITED |
|
|
| II. |
Head Office Location |
|
27-2, Shinkawa 2-chome, Chuo-ku, Tokyo
The present location of the head office of The Sumitomo Marine
& Fire Insurance Co., Ltd. |
|
|
| III. |
Merger Structure |
|
Subject to the two companies' merger under the spirit of equal
partnership, Mitsui Marine will be the surviving entity for
the purpose of legal procedures. |
|
|
| IV. |
Merger Ratio |
|
One (1) share of Sumitomo Marine Common Stock will be exchanged
for 1.09 shares of Common Stock of the new company.
In order to insure that the merger ratio be determined reasonably
and appropriately so that it will be fair to the shareholders
of each of the two companies, the two companies respectively
requested external organizations, Goldman Sachs by Sumitomo
Marine and Morgan Stanley Dean Witter by Mitsui Marine, to appraise
the merger ratio. On the basis of those appraisals the two companies
held careful discussions and agreed on the final ratio. |
| V. |
Top Management |
|
The following two directors will be appointed.
| Chairman (Co-CEO): |
Takeo Inokuchi (the current chairman, president, and
CEO of Mitsui Marine & Fire Insurance Co., Ltd.) |
| President (Co-CEO): |
Hiroyuki Uemura (the current president of The Sumitomo
Marine & Fire Insurance Co., Ltd.) |
The end
|
|
|
