Millea Holdings, Inc. (the "Company") announced that, at the meeting of the board of directors held on July 5, 2007, it has resolved to voluntarily terminate the listing of its American Depositary Shares (the "ADSs") on the NASDAQ Global Select Market ("NASDAQ") and to arrange for its ADSs to trade on the U.S. over-the-counter market. Furthermore, the Company resolved to apply for a termination of its registration with the United States Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended.
The Company (including its predecessor) has been an SEC registrant since the issuance of its ADSs in the United States in 1963. In recent years, due to increased cross-border trading of securities, the overseas investor base of the Company has been expanding. A large majority of the trading volume of Company's shares results from trading of the Company's common stock on the Tokyo Stock Exchange. The Company's ADSs, which currently trade on NASDAQ, have accounted for approximately 2%, on average, of the Company's total trading volume over the last twelve months.
On June 4, 2007, a new SEC rule regarding the termination of registration became effective. Under the new rule, the Company is deemed eligible for a termination of the registration with the SEC.
The Company and its predecessor have been preparing and publishing financial statements under US GAAP as well as financial statements under Japanese GAAP. However, after extensive consideration of the costs and benefits of maintaining a listing of its ADSs on NASDAQ, the Company has concluded that it would be prudent to terminate its listing, as well as its registration with the SEC, and to cease financial reporting under US GAAP, in order to save costs. The Company will arrange for its ADSs to trade on the over-the-counter market.
The Company will maintain listings of its common stock on the Tokyo Stock Exchange and the Osaka Securities Exchange. The Company is committed to providing disclosure on a timely basis and in an appropriate manner in compliance with the Financial Products Trading Law of Japan and the stock exchange regulations. The Company will continue to make English translations of such disclosure materials available on the Company's website.
The anticipated timetable for the delisting of the Company's ADSs from NASDAQ and its termination of registration with the SEC is detailed below.
(1) Delisting from NASDAQ and transferring to the over-the-counter market
The Company intends to file a Form 25 with the SEC on July 16, 2007. Accordingly, delisting from NASDAQ is expected to take effect on July 26, 2007 and trading of the ADSs on the U.S. over-the-counter market is expected to begin on the same day.
(2) Termination of the registration with the SEC
The Company intends to file a Form 15F on July 30, 2007. Upon the filing, the Company's reporting obligations with the SEC, including the filing of Form 20-F as an annual report, will be suspended immediately. The termination of the registration and reporting obligations is expected to become effective no later than 90 days after the filing of Form 15F.