FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Mitsui & Co., Ltd. To Delist American Depositary Shares
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of
December 3, 2010
Commission File Number 09929
Mitsui & Co., Ltd.
(Translation of registrants name into English)
2-1, Ohtemachi
1-chome Chiyoda-ku, Tokyo 100-0004 Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
X
Form
40-F
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 3, 2010
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MITSUI & CO., LTD.
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By:
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/s/ Junichi Matsumoto
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Name:
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Junichi Matsumoto
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Title:
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Executive Vice President
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Chief Financial Officer
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December 3, 2010
For Immediate Release:
Mitsui & Co., Ltd.
Mitsui & Co., Ltd. To Delist American Depositary Shares
Tokyo, Japan, December 3, 2010 Mitsui & Co., Ltd. (hereinafter the Mitsui) announced today that its Board of Directors has decided to file for voluntary delisting of its
American Depositary Shares (ADS), each representing 20 shares of common stock of Mitsui, from The NASDAQ Stock Market (NASDAQ). In connection with the delisting, Mitsui intends to file for termination of registration of its
common stock under the Securities and Exchange Act of 1934, as amended and the rules promulgated thereunder (the Exchange Act), as described below.
Mitsui noted that the average daily trading volume of Mitsuis ADSs on the NASDAQ accounts for a very small fraction of the total volume Mitsuis shares traded. Mitsui believes, therefore, that
the costs and expenses associated with the continued listing on the NASDAQ are not economically justified.
Mitsui first offered its
convertible bonds and common shares to the public in the United States in May 1963, and subsequently listed its ADSs in February 1971 on the NASDAQ. Since that time, Mitsui has provided transparent financial reporting and information disclosure in
compliance with disclosure requirements of the Exchange Act, and has prepared financial statements in accordance with U.S. generally accepted accounting principles (GAAP). In addition, Mitsui has reinforced internal controls as provided for by the
Sarbanes-Oxley Act of 2002. Because disclosure and internal controls requirements in Japan are now comparable to those in the U.S., Mitsui believes that it will be able to maintain the same levels of discipline in its internal control and
transparency as it has historically.
Mitsui intends to maintain its American Depositary Receipt program in the U
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S., and therefore
anticipates that its ADSs will continue to be traded in the U.S., although on the over-the-counter market. Mitsui will continue to disclose financial statements, and other information, in English on its home page to ensure that its overseas
shareholders and investors will continue to have appropriate information about Mitsui, irrespective of the termination of periodic reporting obligations under the Exchange Act. Mitsui will also continue to prepare its consolidated financial
statements in accordance with U.S. GAAP.
Mitsui will continue to be listed on The Tokyo Stock Exchange, Osaka Stock Exchange, Nagoya Stock
Exchange, Sapporo Securities Exchange, and Fukuoka Stock Exchange.
The anticipated schedule of delisting and U.S. Securities and Exchange
Commission (the SEC) deregistration is:
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Early April 2011
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Mitsui to provide NASDAQ with a written pre-notice of the delisting application.
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Mid-April 2011
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Mitsui to file Form 25 with the SEC for the delisting and deregistration.
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Late April 2011
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Delisting to become effective.
Mitsui to file Form 15 with the SEC to terminate Mitsuis reporting obligations under the Exchange Act.
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July 2011
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Deregistration to become effective.
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Termination of Mitsuis reporting obligations under the Exchange Act to become effective.
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Note: The schedule provided above including the anticipated effective dates may be delayed if the SEC objects or requests an extended review or for other reasons.
Contact information for Mitsuis ADRs
Citibank Shareholder Services
Tel: 1-877-248-4237 (toll free in USA)
Tel: 1-781-575-4555 (Outside USA)
Internet:
www.citi.com/adr
E-mail: citibank@shareholders-online.com
Shareholder Service Representatives are available Monday through Friday, from 8:30 a.m. to 6:00 p.m. Eastern Time in the United States.
For further information, please contact:
Mitsui & Co., Ltd.
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Investor Relations Division
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Corporate Communications Division
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Telephone: +81-3-3285-7910
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Telephone: +81-3-3285-7566
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Notice: This press release includes forward-looking statements about Mitsui. These forward-looking statements are based on the current assumptions and beliefs of Mitsui in light of the information
currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsuis actual results, performance, achievements or financial position to be materially
different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The risks, uncertainties and other factors referred to above include, but are not limited to, those
contained in Mitsuis latest annual report on Form 20-F, which has been filed with the U.S. Securities and Exchange Commission.
This
press release is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.
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