JX Nippon Oil & Energy Corporation agreed in principle to acquire TonenGeneral Sekiyu k.k. (TSE:5012) from Lyxor International Asset Management S.A. and other shareholders in stock on December 3, 2015. Under the terms of the transaction, JX Nippon Oil & Energy Corporation will acquire entire shares of TonenGeneral and issue shares of JX holdings as consideration. JX Holdings President Yukio Uchida will take the helm of the company to be formed from the April, 2017. TonenGeneral President, Jun Mutoh will be Vice President, while JX Chairman Yasushi Kimura will take the same post at the new company, likely to be named JXTG Holdings. All three are expected to serve as representative directors. JX Holdings will subscribe for the shares of JX Nippon Oil & Energy Corporation. The entire merger is accounted as a triangular merger where, JX Nippon Oil & Energy Corporation will be the surviving entity. The transaction is subject to clearance and approval of the relevant governmental authorities, including approval from antitrust regulators and shareholders of JX holdings and TonenGeneral. JX Holdings and TonenGeneral Sekiyu aim to reach a final deal by August 2016, shareholders meeting to approve the transaction will be held in December, 2016. The transaction is also subject to Board approval by JX Nippon and TonenGeneral. The transaction is expected to close by April 1, 2017. As announced on December 24, 2015, JX Holdings and TonenGeneral formed a Business Integration Preparation Committee. On March 30, 2016, Japan Fair Trade Commission requested further information from JX Holdings and TonenGeneral. On August 31, 2016, JX Nippon Oil & Energy Corporation signed an agreement to acquire TonenGeneral Sekiyu k.k. (TSE:5012) from Lyxor International Asset Management S.A. and other shareholders for approximately ¥470 billion. JX Holdings will issue 2.55 shares for each share of TonenGeneral as consideration. TonenGeneral will be delisted on March 29, 2017. On December 9, 2016, the companies received early termination notice of anti trust approval waiting period. The shareholders approval of both companies received on December 21, 2016. Toshiro M.Mochizuki, Joji Ozawa, Joe M.Sasanuma, Chiharu Yuki, Masahisa Ikeda and Kenneth Lebrun of Shearman & Sterling LLP acted as legal advisor to JX Holdings, Inc and TonenGeneral Sekiyu K.K. Nobutoshi Yamanouchi from Jones Day acted as legal advisor to TonenGeneral Sekiyu k.k. Nomura Securities Co., Ltd., Citibank Japan Ltd., Mizuho Securities Co., Ltd. and Daiwa Securities Co., Ltd. acted as financial advisors while Mori Hamada & Matsumoto LPC acted as legal advisor and Ernst & Young Tax Co., Ernst & Young ShinNihon LLC and Ernst & Young Japan acted as accountants for JX. Merrill Lynch Japan Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. and Deloitte Tohmatsu Financial Advisory Co., Ltd. acted as financial advisors while Nishimura & Asahi acted as legal advisor and Deloitte Touche Tohmatsu, Japan and Tohmatsu Tax Co. acted as accountants for TonenGeneral. Sewell & Associates, Inc. and RungePincockMinarco Limited acted as technical advisors for TonenGeneral. Alan Cannon of Simpson Thacher & Bartlett LLP acted as legal advisor for Morgan Stanley in the transaction. Morgan Stanley acted as financial advisor to TonenGeneral Sekiyu k.k. JX Nippon Oil & Energy Corporation completed the acquisition of TonenGeneral Sekiyu k.k. (TSE:5012) from Lyxor International Asset Management S.A. and other shareholders on March 29, 2017.