DCM Holdings Co., Ltd. (TSE:3050) entered into a share exchange agreement to acquire Sanwado Corp. (JASDAQ:7430) from Hall Sanwa Co., Ltd., Yellow Hat Ltd. (TSE:9882), The Aomori Bank, Ltd. (TSE:8342), Sanwado Kyoeikai, Katsuhiro Nakamura, Katsuharu Nakamura, Kenji Suzuki and Mieko Nakamura for ¥4.6 billion on April 10, 2015. Under the terms of the transaction, DCM Holdings Co., Ltd. will issue 0.9 shares for each share of Sanwado Corp. Sanwado Corp. is expected to delist its shares on June 26, 2015. Sanwado plans to cancel all of its treasury shares by a resolution of the Board of Directors. If there are Sanwado shareholders who receive a fraction of less than one common share of DCM Holdings stock in conjunction with the share exchange, DCM Holdings will sell the number of shares equivalent to the sum of all of the fractions less than one share and deliver the proceeds to those shareholders in proportion to the fractions attributed to them.

The transaction is subject to approval at an annual shareholders meeting of Sanwado scheduled for May 15, 2015. The transaction is expected to complete on July 1, 2015. The Board of Directors of DCM Holdings and Sanwado approved the deal on April 10, 2015.

Nomura Securities acted as financial advisor to DCM Holdings. SATO & Partners acted as legal advisor for DCM Holdings Co., Ltd and Shimada Hamba & Osajima acted as legal advisor for Sanwado Corp. Maxus Corporate Advisory acted as financial advisor for Sanwado Corp.