Commission Decision No. 28-M-VN-001/2019:
In the Matter of the Proposed Conversion of Non-Voting Preferred Shares
by Mitsubishi Corporation in Chiyoda Corporation

ABSTRACT:

The proposed transaction involves the acquisition of control by Mitsubishi Corporation (Mitsubishi) over Chiyoda Corporation (Chiyoda) through the conversion of MC’s 175,000,000 A-class non-voting preferred shares to voting common shares in Chiyoda.

The A-class preferred shares were acquired by Mitsubishi through the execution of a Share Subscription Agreement dated 9 May 2019, which provides that at any time on or after 1 July 2019, Mitsubishi has the option of converting its 175,000,000 A-class preferred shares into 700,000,000 common shares of Chiyoda. As of date, Mitsubishi has yet to exercise this option. Following the proposed transaction, Mitsubishi will directly own 82.06% of the voting shares of Chiyoda.

MC is a listed company in Japan and has offices and subsidiaries in approximately 90 countries around the world.

On the other hand, Chiyoda is an integrated engineering business with its headquarters in Yokohama, Japan. As part of its engineering business, Chiyoda offers numerous services such as consulting, planning, procurement, construction, commissioning and maintenance for facilities related to: 1) Exploration of oil, gas and other mineral resources; 2) investment and financing to such exploration activities; and 3) gas, electricity, petroleum, petrochemical, chemical, pharmaceutical, antipollution, environment, preservation, and other related industries.