Business Combination of Tokyo Stock Exchange Group and Osaka Securities Exchange November 22, 2011
Business Combination for Global Competitiveness Combined Holding Company Establish unchallenged position in both domestic cash equity and derivatives Enhance global competitiveness through scale expansion, product diversification and cost reduction Improve convenience of markets for market participants and investors through unified exchange platform and integrated technology Tokyo Stock Exchange Group ( TSE ) A leading multi-asset class exchange in the world with core products such as Tokyo Stock Exchange First Section stocks, TOPIX futures and JGB futures Vertically integrated exchange group offering listing, trading, clearing and settlement Leading position in domestic cash equity market with its strong brand name Osaka Securities Exchange ( OSE ) Largest domestic market share in derivatives with Nikkei 225 futures and options Operator of JASDAQ, the largest growth market in Asia in terms of the number of listed companies The only listed exchange in Japan 1
Direction of New Exchange Group Engine of Japanese Economy Attract domestic and international capital to make it easier for listed companies to raise equity for capital investment, overseas expansion and funds for post-quake recovery efforts Provide efficient investment opportunities in diversified listed products, enabling more streamlined asset management Financial Hub in Asia Promote investment in Asia through the solid Japanese market supported with the worldclass economy and infrastructure Increase listings of Asian companies plus Asiarelated ETFs and derivatives Japan Asia Global Strengthen its Position as a Global Player A unique high-end global exchange in a developed country providing investment opportunities in Japan and growing Asia Maintain and strengthen our position as a global player by promoting product development, mutual listings, and technology development through the global network such as business alliances with leading exchanges in the U.S. and Europe 2
Expected Benefits for Customers Investors Enhanced capital efficiency and liquidity by unifying deposit margin Improved efficiency by the enhanced infrastructure system Broader investment opportunities by increasing product variation on a single platform Brokers Lower transaction costs by reduction of system investment and daily maintenance costs Increased revenue opportunities by investors higher trading activity level Listed Companies Enhanced efficiency of capital raisings with higher market liquidity and investment attractiveness Benefit from improved corporate services through the integration of know-hows 3
Synergy Opportunities Trading Participation Fees Enhanced attractiveness for participants and co-location users by enabling diversified products tradable at a single platform Increase of the number of listed companies and market participants through the liquidity improvement Expanding investors position by improved margin efficiency with an integrated clearing organization for derivatives Expansion of cooperative business areas through the alliance with overseas exchanges Combination of reciprocal marketing platforms (e.g. promotion of potential listing candidates, marketing of Nikkei Mini and FX products) Information Service Fees Growing demand for information providing service due to an increase in the amount and quality of information, mainly resulting from an increase in the number of listed companies Listing Fees Enhancement of attractiveness for users and expansion of revenue opportunities through increasing the number of IPOs by domestic and overseas companies Enhancement of Capacity by Enforcing Infrastructure Increased investment efficiency and capital strength enabling further system developments Development of New Products System Cost Synergies Development of new products such as NT multiple by integrating TSE and OSE products Saving running costs by disposition of overlapping trading systems Decrease depreciation costs by system integration Approximately JPY 7 billion per year System cost synergies would be generated after the system integration 4
Planned Structure of Business Combination Business Combination between TSE and OSE using a Holding Company Structure ( Business Combination ) Transaction Structure Step 1:TSE to launch tender offer for OSE shares Step 2:The two companies to merge, with OSE being the surviving entity After completion of the merger, the Combined Holding Company plans to list its shares on the 1st Section of Tokyo Stock Exchange as soon as possible, together with on the 1st Section of Osaka Securities Exchange Step 1 (Tender Offer) Tender Offer Price Commencement / Period of the Tender Offer 480,000 yen per share for the OSE s common shares To be determined (subject to approval by Japan Fair Trade Commission ( FTC ) regarding the transaction) Number of Shares to be Purchased Up to 2/3 of OSE common shares (179,999 shares) subject to lower limit of majority (135,001 shares) If the aggregate of the tendered shares exceeds the upper limit of shares to be purchased (179,999 shares), delivery and settlement shall be conducted on a pro rata basis Step 2 (Merger) Merger Ratio 0.2019 OSE common shares for each common share of TSE Effective Date January 1, 2013 (current schedule) 5
Illustrative Post-transaction Reorganization Illustrative overview of the new exchange group organization after a reorganization expected to be carried out soon after the Merger Combined Holding Company Self-regulatory Organization (TSE Regulation (1) ) Cash Equity Market (TSE M (2) ) Derivatives Market (OSE) Clearing Organization (JSCC (3) ) Notes 1. Tokyo Stock Exchange, Inc. 2. Tokyo Stock Exchange Regulation 3. Japan Securities Clearing Corporation 6
Company Name and Governance of the Combined Holding Company Company Name Japan Exchange Group, Inc. (tentative name) Group CEO (Chief Executive Officer) President and CEO of TSE (planned) Group COO (Chief Operating Officer) President and CEO of OSE (planned) Governance Structure Company with Committees 7
Illustrative Timeline for Business Combination November 22nd, 2011 Signing of the Business Combination Agreement The following schedule is subject to approval by FTC regarding the transaction December 2011 Commencement of the review process by FTC Summer in 2012 TSE to launch tender offer for OSE shares Autumn in 2012 Signing of the Merger Agreement (subject to completion of the tender offer) Expected approvals of the Merger Agreement at extraordinary shareholder meetings (TSE and OSE) January 1st, 2013 (plan) Closing of the merger / Creation of Japan Exchange Group, Inc. (tentative name) 8
Appendix
High Value Added Group with Vertically Integrated Structure Develop a highly value-added business model with vertically integrated group structure including listing, trading, clearing / settlement and information service a distinctive business model in the world Tokyo Stock Exchange Group Osaka Securities Exchange Listing / Trading (1) Clearing Settlement (1) Notes 1. Affiliated Companies 9
Well-balanced Business Portfolio Well-balanced business portfolio will be realized by combining complimentary advantages Tokyo Stock Exchange Group FY2010 Combined Holding Company (Pro-Forma) (3) FY2010 Information 19.4% Other 12.7% Advantage in Cash Equity Cash Equity 33.7% Well-balanced portfolio by combining complimentary advantages Other 9.3% Cash Equity 27.0% Listing 17.3% Derivative 7.9% Other Trading Fees 9.1% Operating Revenues: JPY57.0Bn (1) (2) Information 22.7% Osaka Securities Exchange FY2010 Information 30.8% Other 1.0% Cash Equity 10.4% Listing 14.7% Other Trading Fees 10.1% Derivative 16.2% (2) (1) Listing 8.3% Other Trading Fees 12.6% Operating Revenues: JPY23.0Bn (2) Derivative 36.9% (1) Advantage in Derivatives Notes 1. Tokyo Stock Exchange Group:TOPIX Futures, JGB Futures, Option, etc. Osaka Securities Exchange:Nikkei 225 Large Futures Nikkei 225 Mini Futures, Nikkei 225 Options, FX etc. 2. Basic fees, access fees, income from system development & operations, etc. 3. Combined revenue mix of Tokyo Stock Exchange Group and Osaka Securities Exchange Operating Revenues: JPY80.0Bn 10
Sophisticated IT Infrastructure Expected maintenance and enhancement of global competitiveness by cost reduction brought about in the integration of the two exchanges with world-class IT infrastructure Cash Equity Launched in January 2010 Cash equity trading system with low-latency, reliability and scalability Holding both low-latency for high-speed order response, as well as high reliability of process trading information such as orders, executions, and order books on synchronized 3-node data servers Derivatives Launched in February 2011 New derivatives trading system equipped with global standard trading functions and the world s highest order processing capacity Globalization of trading rules, Global standard of performance, and Improvement of accessibility Launched in November 2011 Derivatives trading system developed based on LIFFE.CONNECT used by NYSE Liffe Holding enhanced functionality for strategy trades, as well as low latency and reliability Derivatives exchange with highest level of liquidity in the world 11
Disclaimer [Insider Trading Regulation] In accordance with the provisions of Article 167, paragraph 3 of the Financial Instruments and Exchange Act (the FIEA ) and Article 30 of the Enforcement Order of the FIEA, anyone having read this presentation material is considered to be a primary recipient of information from the viewpoint of insider trading regulations. The TSE and the OSE accordingly urge you to exercise due care as you may be restricted from purchasing shares of the OSE for 12 hours after the announcement of the press release (the time of the announcement in the OSE s Company Announcements Disclosure Service on November 22, 2011). Should you be held liable under criminal, civil, or administrative laws for making such a prohibited purchase, the TSE and the OSE will assume no responsibility whatsoever. [Restrictions on Solicitation] This presentation material is intended for the announcement of the Business Combination including the Tender Offer to the general public and is not intended for an offer for purchase or solicitation for offer or sales of shares. Upon the commencement of the Tender Offer, if anyone desires to sell his or her shares, a shareholder should, at his or her own responsibility, review the tender offer explanatory statement and accept the Tender Offer in his or her own discretion. This presentation material is not considered as an offer or solicitation of sales of securities or solicitation of this purchase offer and does not constitute any such part. This presentation material (or any part of it) or the fact of its distribution does not provide a basis for any kind of agreement pertaining to the Tender Offer, and it may not be relied upon when executing any such agreement. [Forward-Looking Statements] This presentation material contains forward-looking statements as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Due to any known or unknown risks, uncertainty, or other factors, it is possible that actual results may materially differ from the projections as expressly or implicitly indicated as forward-looking statements. The TSE and the OSE and their respective affiliates cannot promise that the projections expressly or implicitly indicated as forwardlooking statements will result in being correct. The forward-looking statements in this presentation material were prepared based on the information held by the TSE and the OSE as of the date of this presentation material, and unless required by laws or the rules of a financial instrument exchange to do so, the TSE and the OSE or their affiliates are not obliged to update or modify such statements in order to reflect any event or condition in the future. [Language] Unless otherwise provided, all procedures for the Business Combination, including the Tender Offer, shall be conducted in the Japanese language. All or some portion of the documents relating to the Business Combination, including the Tender Offer, may be prepared in the English language; however, should there be inconsistency between a document in English and that in Japanese, the Japanese document shall prevail. [Other Countries] In certain countries or regions, the announcement or distribution of this presentation material may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with the laws and regulations of such countries or regions. In such countries or regions that legally prohibit the launch of the Tender Offer, this presentation material does not constitute an offer for purchase or solicitation for offer or sales of shares regarding the Tender Offer, even if this presentation material or its translation is received in such countries or regions. In that case, it shall be considered as a mere distribution of informative materials. [Differences from tender offers in the United States] The Tender Offer is being made for the securities of the OSE by the tender offeror, the TSE, both of which are Japanese companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Tender Offer, since the TSE and the OSE are located in Japan and all of their officers and directors are residents of Japan. You may not be able to sue the TSE and the OSE or their officers or directors in a Japanese court for violations of the U.S. securities laws. Finally, it may be difficult to compel the TSE and the OSE and their affiliates to subject themselves to a U.S. court s judgment. The Tender Offer is to be conducted in accordance with the procedures and information disclosure standards prescribed in the FIEA. However, these procedures and standards are not necessarily the same as the corresponding procedures and standards in the United States. In particular, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to those procedures and standards. Financial information included in this presentation material was excerpted from financial statements prepared in accordance with Japanese accounting standards and is not based on U.S. accounting standards and not equivalent to that of companies incorporated in the U.S. 12