Tokyo Stock Exchange Group, Inc. entered into agreement to acquire Osaka Securities Exchange Co Ltd. (JASDAQ:8697) in a reverse merger on October 29, 2012. Tokyo Stock Exchange Group already owns 66.67% stake in Osaka Securities Exchange. Under the deal Osaka Securities Exchange will acquire Tokyo Stock Exchange Group and will issue 45.91 million shares as consideration. For each share of Tokyo Stock Exchange, 20.19 post split share of Osaka Securities Exchange will be allotted. As a result of the transaction, Osaka Securities Exchange will change its name to Japan Exchange Group, Inc. Atsushi Saito, President and Chief Executive Officer of Tokyo Stock Exchange Group will become Director & Representative Executive Officer, Group Chief Executive Officer and Michio Yoneda, President and Chief Executive Officer of Osaka Securities Exchange will become Director & Representative Executive Officer, Group Chief Operating Officer. The head office of the combined company will be located in Chuo-ku, Tokyo. The date of resolution of Boards of Directors of Tokyo Stock Exchange and Osaka Securities Exchange is October 29, 2012, date of approval of shareholders' meeting of Tokyo Stock Exchange and Osaka Securities Exchange is November 20, 2012. The transaction was approved by shareholders of Tokyo Stock Exchange Group and Osaka Securities Exchange on November 20, 2012. The transaction is expected to close on January 1, 2013. As of December 11, 2012, the transaction was approved by Japan FSA. The cash markets of Tokyo Stock Exchange and Osaka Securities will be merged on July 2013.

Daiwa Securities Capital Markets Co. Ltd., JPMorgan Securities Japan Co. Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Nomura Securities Co. Ltd. acted as financial advisors and Davis Polk & Wardwell LLP and Nagashima Ohno & Tsunematsu acted as legal advisors for Tokyo Stock Exchange Group. Moelis & Company LLC acted as the financial advisor to Osaka Securities Exchange.

Tokyo Stock Exchange Group, Inc. completed the acquisition of Osaka Securities Exchange Co Ltd. (JASDAQ:8697) in a reverse merger on January 1, 2013.