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Japan: Tokyo and Osaka exchanges to merge into world’s 2nd largest exchange

Tokyo Stock Exchange Group Inc. and Osaka Securities Exchange Co. decided Tuesday to merge on Jan. 1, 2013, to create the world’s second-largest bourse, amid consolidation moves among international rivals, they said.

The total market capitalization of companies listed on the two bourses stood at $3.67 trillion, or 280 trillion yen, at the end of September, placing them only behind the New York Stock Exchange.

The two bourses will merge into a holding company, tentatively named Japan Exchange Group Inc.

TSE President Atsushi Saito will become chief executive officer of the holding company and OSE President Michio Yoneda will be its chief operating officer, they said.

“We are confident that this merger will be the cornerstone in reviving Japan’s economy,” Saito said at a joint press conference held in Tokyo.

In the run-up to the merger, privately held TSE will buy OSE shares for 480,000 yen per share through a public tender offer to acquire a 66.6 percent stake in OSE by next summer.

OSE, a publicly traded company, will be the surviving company in the merger at a ratio valuing TSE at around 1.7 times OSE.

The resulting company will be listed on the First Section of the Tokyo Stock Exchange and run four subsidiaries for stock trading, derivatives trading, clearing services and regulatory operations, according to the bourses.

The merger decision comes amid an international reconfiguration of stock exchanges. NYSE Euronext, which owns the New York Stock Exchange, has agreed to merge with Deutsche Boerse AG by the end of this year.

It also comes as the Tokyo and Osaka bourses are engaged in fierce competition with global rivals such as the bourses in China and South Korea.

“Unless we increase (market) liquidity, there will be companies that will head to overseas bourses,” Saito said, adding, “More than just preventing such moves, we intend to attract them.”

The combination of the TSE with its focus on actual shares and the OSE on derivatives will result in “great synergy” with the ability to provide a variety of financial products, cut costs for running systems and enhance global competitiveness, the two bourse operators said.

While the initial news of the bourses’ intention to merge broke in March, nine months elapsed before the two sides formalized an agreement on Tuesday.

On the length of time they required, Yoneda said, “We have a history of operating separately for 133 years, and there was also the difference of being listed and unlisted, but we’ve cleared each step one by one and now we’re at a starting point,” adding they want to speed up the process from now.

The announcement was generally well received by analysts and other key figures in Japan.

“A bourse with a good balance between cash equities and derivatives would emerge,” said Sadakazu Osaki of Nomura Research Institute, calling it a starting point to compete with other Asian and European bourses.

“Listed companies and investors may not see the merits immediately, but in the long run, it would help avoid the risk of bourses stagnating in Japan,” he said.  Meanwhile, Chief Cabinet Secretary Osamu Fujimura said the government “welcomes” the planned merger.

“It’s an important challenge for our country’s financial market to try to strengthen its competitiveness through the enhancement of its presence as an international financial center,” he said at a press conference.

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