Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Banking Corporation

 

Sumitomo Mitsui Banking Corporation to Acquire OMC Card StocksShares

 

TOKYO, July 27, 2007 – Sumitomo Mitsui Banking Corporation (SMBC, President: Masayuki Oku), today resolved to acquire stocks shares of OMC Card, Inc. (OMC, President and COO: Shinji Ebata) from Daiei, Inc. (Daiei, President and CEO: Toru Nishimi) and Japan Distribution Leasing Corporation (JDL, President: Shigeru Uesugi).

1. Method of Purchase

SMBC will acquire stakes inshares of OMC through purchase of purchases of 1) stocks  shares and 2) trust beneficiary interests.

(1) Stock Purchase

SMBC will purchase OMC stocks shares from Daiei and JDL as the followingsfollows:

         i)     Number of stocks shares to be purchased from:
                 Daiei:      8,367,000 shares
                 JDL:        1,000,000 shares
                 Total:       9,367,000 shares (4.43% voting rights)

         ii)     Purchase amount*: JPY 10,303,700,000 in total or JPY 1,100 per share
                 * The purchase amount has beenwas determined by considering upontaking into account expected synergies from  out of collaborations
                    between the SMFG group companies and OMC, and based on the stock price trend          performance and the outcome of

the due diligence.

(2) Purchase of Trust Beneficiary Interests

Given the necessity to adapt OMC’s operations to the bBanking lLaw (the “Bank Law Adaptation”), SMBC will purchase from Daiei, trust beneficiary interests (the “TBI”) primarily for 58,633 thousand shares of OMC stocks (the “Stocks Shares in Trust”) entrusted by means of comprehensive securities and money trust (the “CSMT”).

The CSMT designates Daiei to give directions instructions for voting, etc. in relation to the SharesStocks in Trust, and SMBC to give directions instructions for rights other than voting.  As soon as the Bbanking Llaw Aadaptation at OMC is completed, such direction instruction rights for voting, etc will be automatically transferred to SMBC, and with the CSMT terminating, SMBC will acquire the OMC stocksshares.

         i)     Number of stocksshares to be entrusted:
                 58,633,000 shares (27.72% voting rights)

         ii)     Purchase amount: JPY 64,496,300,000 (excluding portion for the money trust)

2. Status of SMBC’s Holding of OMC StocksShares

(1) Number of Stocks Shares Before the Acquisition             999,400 shares    (0.47%  voting rights)
(2) Number of Stocks Shares to be Acquired                      9,367,000 shares    (4.43%  voting rights)
(3) Number of Stocks Sahres in Trust                              58,633,000 shares  (27.72%  voting rights)
(4) Number of Stocks Shares After the Acquisition (2)      10,366,400 shares    (4.90%  voting rights)
      Number of Stocks Shares After Termination of the CSMT 68,999,400 shares (32.62%  voting rights)

Since Daiei will continue to hold voting rights at OMC (including those to be executed in the form of direction instruction rights under the CSMT) of 48.53% and has a majority on the OMC board with Daiei’s affiliates even after the purchase of the OMC stocks shares and the TBI as stated in the first section (Method of Purchase), OMC will remain Daiei’s consolidated subsidiary. However, after the completion of the banking Bank Llaw Aadaptation and SMBC’s acquisition of the OMC Stocks Shares in Trust, OMC will become an equity method affiliate of SMBC.

3. Schedule

July 27, 2007              Board Rresolution
July 27, 2007              Execution of sStock Ppurchase Aagreement, CSMT Ddeed
                                 and tTrust Bbeneficiary Iinterest Ppurchase Aagreement
August 2, 2007           Delivery of Sstock Ccertificates and Ttrust Bbeneficiary Iinterest
February 8, 2008*       Termination of the CSMT and Ddelivery of Ccertificate of Stocks shares in Ttrust

* CSMT will terminate as soon as OMC completes the Bankbanking l Law Aadaptation, which could be earlier than February 8, 2008

4. Others

In view of the With SMBC’s acquisition of OMC stocksshares, Sumitomo Mitsui Financial Group, Inc., SMBC, Sumitomo Mitsui Card Co., Ltd. and OMC today executed “Memorandum of Understanding regarding Strategic Alliance” and agreed to commence studies toward establishing a strategic alliance in the credit card business.

 

[For Reference]

Description of Issuer of the Stocks to be Acquired

(1)   Company Name:          OMC Card, Inc.
(2)   Representative:            Shinji Ebata, President and COO
(3)   Head Office:                2-16-4 Konan, Minato-ku, Tokyo
(4)   Founded:                      September 11, 1950
(5)   Principal Businesses:    Credit Card Business, etc.