Nippon Paper Industries Co., Ltd., (NPI) and Daishowa Paper Manufacturing Co., Ltd., (DSW) have requested prior consultation with the Japan Fair Trade Commission (FTC) regarding the integration of their businesses through the establishment of a joint holding company by a stock transfer. Based on the FTC's response, which was made public on December 8, 2000, we are pleased at this time to provide information on the content of the FTC's response, along with a progress report on the business integration and its basic scheme.

 

1. Prior Consultation with the FTC

Please refer to the press release by the FTC regarding the prior consultation with the FTC and their determination.

(http://www.jftc.go.jp/)

 

Both companies will report to the FTC by the end of March 2001 with the details on an annual 500,000-ton paper production capacity divestiture to a third party (within the targeted frame of three business years).

 

2. Framework of Nippon Unipac Holding

1) Management

Nippon Unipac Holding will perform overall management in order to formulate and implement business strategies for the Nippon Unipac group as a whole that include early realization of the effects of the synergies created by the integration. The holding company will also perform Investor Relations activities and communicate with shareholders and investors. In this sense, Nippon Unipac Holding will be a strategic planning enterprise, and will not act as a business principal.

 

NPI and DSW will continue to maintain their individual management teams independently even after the business integration. Therefore, in order to avoid a double-layered structure of authority at Nippon Unipac and its group companies, it will entrust the daily operations to NPI in principle, to minimize expenses and its staff to about 20 people.

 

2) Location of the Headquarters

The corporate headquarters will be located in Shin-Yurakucho Building

 

3. Outline of Joint Sales Company

1) Name, Location, and the Date of Business Commencement

Name: Nippon Paper Sales Co., Limited

Location: Corporate headquarters will be located in Shin-Yurakucho Building.

Date of business commencement: Scheduled for July 2001

 

2) Structure and Directors of Nippon Paper Sales Co., Ltd.

Nippon Paper Sales Co., Ltd., will subscribe shares to NPI and DSW. The president of NPI will also act as president of Nippon Paper Sales Co., Ltd., and the vice-president will be appointed by DSW.

 

This plan has been revised since the time of the business integration announcement on March 27, 2000. In order to pursue the maximum effect through the streamlining the production/sales structure and business process, the sales company will become a subsidiary of two production companies.

 

3) Organization Structure and Products to be Handled by Nippon Paper Sales Co., Ltd.

Please refer to the attached PDF file for the organization structure of Nippon Paper Sales Co., Ltd.

 

Nippon Paper Sales Co., Ltd., is scheduled to handle all the paper and paperboard grades which NPI and DSW produce.

 

The employees of Nippon Paper Sales Co., Ltd., will be transferred from NPI and DSW, and they will continue to be in charge of the sales activities.