17 Jan 2017 10:36
For Immediate Release
(This is an English translation of the Japanese original.)
January 17, 2017
Sumitomo Corporation
Kuniharu Nakamura, President and CEO
Code No: 8053 Tokyo Stock Exchange (TSE), 1st Section
Contact: Kenji Shinmori,
Corporate Communications Dept.
Tel. ＋81-3-5166-3100
Re: Fyffes plc - Approval of the Scheme of Arrangement and Related Matters
In relation to the announcement made on December 9, 2016 regarding the "Agreement for Recommended Cash Acquisition of Fyffes, an International Produce Marketer and Distributor" (hereafter, the "Acquisition") and the announcement made on December 21, 2016 regarding the "Posting of Scheme Document for Recommended Acquisition of Fyffes", Sumitomo Corporation (hereafter "Sumitomo") is pleased to announce that the Scheme of Arrangement in respect of the Acquisition, together with certain related matters, were approved at the Scheme Meetings(Note 1) and Extraordinary General Meeting(Note 2) of Fyffes plc (Headquarters: Dublin, Ireland, Chairman: David McCann) (hereafter "Fyffes") held on January 16, 2017 (GMT).
A copy of the announcement made by Fyffes (English only) can be found on Sumitomo's website (http://www.sumitomocorp.co.jp/english/news/detail/id=29589).
The effective date of the Scheme of Arrangement is expected to be February 23, 2017 (GMT), subject to the satisfaction of customary terms set out in the Scheme Document dated December 20, 2016 (GMT), including the sanction of the High Court of Ireland.
* Capitalized terms used in this announcement and not otherwise defined have the same meanings given in the Scheme Document.
(Note 1: Meetings to consider approval of the Scheme of Arrangement).
(Note 2: Meeting to consider approval of: (A) the following matters in connection with the Scheme of Arrangement: (i) cancellation of existing Fyffes shares; (ii) allotment of new Fyffes shares to Swordus Ireland Holding Limited, a wholly-owned subsidiary of Sumitomo; and (iii) amendment of Fyffes' articles of association; and (B) approval of Management Incentive Arrangements for the purposes of the Irish Takeover Rules).
(End)
General
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland. Persons who are not resident in Ireland, or who are subject to laws of any jurisdiction other than Ireland, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The Acquisition will not be made available, directly or indirectly, in any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction (a "Restricted Jurisdiction"), and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.
The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Sumitomo, Swordus Ireland Holding Limited and Fyffes disclaim any responsibility or liability for the violations of any such restrictions by any person.
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to Sumitomo and Fyffes. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Sumitomo or Fyffes or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Sumitomo or Fyffes undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement , whether as a result of new information, future events or otherwise, except to the extent legally required
Responsibility Statements
The Sumitomo Directors and the Directors of Swordus Ireland Holding Limited accept responsibility for the information contained in this Announcement other than that relating to Fyffes, the Fyffes Group and the Fyffes Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Sumitomo Directors and the Directors of Swordus Ireland Holding Limited (who, in each case, have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.