This excerpt taken from the C 8-K filed Oct 31, 2007.
Citi and Nikko Cordial Sign Definitive Share Exchange Agreement
Tokyo/New York – Citi announced today that Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation have signed a definitive share exchange agreement to reflect the final terms of the previously announced share exchange transaction in which Nikko Cordial will become a 100%-owned subsidiary of Citi.
The share exchange agreement was signed following consultations by Citi and Nikko Cordial with governmental authorities and securities industry participants to address various operational issues relating to the share exchange, which is the first transaction of its kind undertaken in Japan.
The agreement signed today, executed pursuant to the basic agreement on the share exchange announced on October 2, 2007, contains the following material terms relating to the share exchange:
Citi also announced that it had agreed with Nikko Cordial on the following additional items in connection with the share exchange transaction:
Nikko Cordial’s fiscal year end to December 31 (from March 31), beginning with the fiscal year ending December 31, 2007. Approval for this change will be sought at the extraordinary meeting of shareholders scheduled for December 19, 2007. Changing Nikko Cordial’s fiscal year to December 31 will cause Nikko Cordial’s tax year end to be changed to December 31.
Additional information regarding the share exchange will be made available in the convocation notice that Nikko Cordial is required to send to its shareholders in advance of the December 19, 2007 extraordinary general meeting, and in the prospectus described below.