EXHIBIT 2
(Translation)
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (the "Agreement") is made and entered into by
and between Wacoal Holdings Corp., located at 00 Xxxxxxxx-xxx, Xxxxxxxx,
Xxxxxx-xx, Xxxxx ("Wacoal"), and Xxxxx Xxxx Co., Ltd., located at 00-00,
Xxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx ("PJ") as follows:
ARTICLE 1. (SHARE EXCHANGE)
Wacoal and PJ shall effect a share exchange to make Wacoal a wholly owning
parent company of PJ and PJ a wholly owned subsidiary of Wacoal (the "Share
Exchange"). As a result of the Share Exchange, Wacoal shall acquire all of the
issued and outstanding shares of PJ (other than shares of PJ currently held by
Wacoal).
ARTICLE 2. (SHARES TO BE ISSUED AT THE TIME OF THE SHARE EXCHANGE AND ALLOCATION
THEREOF)
1. Wacoal shall issue 3,261,400 new shares of common stock at the time of the
Share Exchange and shall allocate such new shares together with 3,440
treasury shares of common stock that are currently held by Wacoal (i.e.,
6,701,400 shares of common stock of Wacoal in total) to the shareholders of
PJ (including beneficial owners but excluding Wacoal; hereinafter the same)
registered or recorded in the most recent registry of shareholders of PJ
(including the regsitry of beneficial owners; hereinafter the same) as of
the day preceding the Effective Date (as defined in Article 4 hereof;
hereinafter the same), in exchange for the shares of common stock of PJ
held by such shareholders.
2. In effecting the Share Exchange, Wacoal shall allocate to PJ shareholders
registered or recorded in the most recent registry of shareholders of PJ as
of the day preceding the Effective Date 7,300 shares of common stock of
Wacoal per one share of common stock of PJ held by such shareholders of PJ.
ARTICLE 3. (PAID-IN CAPITAL AND CAPITAL RESERVES OF WACOAL)
The amount of paid-in capital and capital reserves of Wacoal shall be
increased as a result of the Share Exchange as follows:
(1) Increase in paid-in capital: Y0
(2) Increase in capital reserves: Such amount as is calculated by multiplying the
amount of change in shareholders' equity by the
share exchange ratio (as stipulated in Article
68 of the Computation Rules for Companies of
Japan)
(3) Increase in earned reserves: Y0
ARTICLE 4. (EFFECTIVE DATE)
1. The Share Exchange shall become effective on January 10, 2008 (the
"Effective Date"); provided, however, that the Effective Date may be
changed as a result of consultations between Wacoal and PJ if such change
is deemed necessary in the course of proceeding with the procedures for the
Share Exchange or for any other reason.
2. If the Effective Date is changed pursuant to the proviso of the foregoing
Paragraph, PJ shall publicly announce the new Effective Date on or prior to
the day preceding the original Effective Date (or on or prior to the day
preceding the new Effective Date, if the new Effective Date comes earlier
than the original Effective Date).
ARTICLE 5. (GENERAL MEETING OF SHAREHOLDERS)
1. With respect to Wacoal, the Share Exchange shall be effected without
obtaining the approval of this Agreement at a general meeting of
shareholders as otherwise required under Paragraph 1 of Article 795 of the
Companies Act of Japan (the "Companies Act"), pursuant to the provisions of
the main text of Paragraph 3 of Article 796 of the Companies Act.
2. Notwithstanding the preceding Paragraph, if it is necessary for Wacoal to
obtain the approval of this Agreement at a general meeting of shareholders
pursuant to the provisions of Paragraph 4 of Article 796 of the Companies
-1-
Act, Wacoal shall convene an extraordinary general meeting of shareholders
to be held on or prior to the day preceding the Effective Date and shall
request the approval of this Agreement and resolutions with respect to any
other matters required to be determined in order to effect the Share
Exchange.
3. On or prior to December 7, 2007, PJ shall obtain from all of its
shareholders an indication of their intention to support the proposals
concerning the approval of this Agreement and other matters necessary to
effect the Share Exchange (the "Indications of Approval") in writing or by
means of any electromagnetic record, pursuant to the provisions of
Paragraph 1 of Article 319 of the Companies Act.
4. Notwithstanding the provisions of the preceding Paragraph, if PJ fails to
obtain the Indications of Approval from all of its shareholders as set
forth in the preceding Paragraph, PJ shall convene an extraordinary general
meeting of shareholders to be held on December 17, 2007 and shall request
the approval of this Agreement and resolutions with respect to any other
matters required to be determined in order to effect the Share Exchange;
provided, however, that the deadline to obtain the Indications of Approval
or the date of holding of said general meeting of shareholders may be
changed as a result of consultations between Wacoal and PJ if such change
is deemed necessary in the course of proceeding with the procedures for the
Share Exchange or for any other reason.
ARTICLE 6. (MANAGEMENT OF COMPANY ASSETS AND RELATED MATTERS)
Following the execution of this Agreement and until the Effective Date,
Wacoal and PJ shall carry on their respective businesses and carry out the
operations and management of their respective assets with the due care required
of a good manager. Any act which may have a material impact on such assets or
their respective rights and obligations shall be carried out following
discussions and agreement in advance between Wacoal and PJ.
ARTICLE 7. (CHANGE OF CONDITIONS TO THE SHARE EXCHANGE AND TERMINATION OF THIS
AGREEMENT)
If there is a material change in the financial or management conditions of
Wacoal or PJ due to an act of nature or for any other reason or if it otherwise
becomes difficult to accomplish the purpose of this Agreement during the period
from the date of execution of this Agreement until the Effective Date, the
conditions to the Share Exchange or any of the provisions of this Agreement may
be changed or this Agreement may be terminated after discussions between Wacoal
and PJ.
ARTICLE 8. (VALIDITY OF THIS AGREEMENT AND RELATED MATTERS)
1. If the total number of voting rights cast by those shareholders who have
indicated their intention to oppose the Share Exchange pursuant to the
provisions of Paragraph 4 of Article 796 of the Companies Act exceeds
one-ninth (1/9) of the aggregate number of voting rights held by the
shareholders entitled to exercise their voting rights at the relevant
general meeting of shareholders of Wacoal with respect to the Share
Exchange, Wacoal and PJ shall consult with each other and determine how to
proceed.
2. This Agreement shall become void if (i) neither the Indications of Approval
from all of the PJ shareholders set forth in Paragraph 3 of Article 5
hereof nor the approval at a general meeting of shareholders of PJ set
forth in Paragraph 4 of Article 5 hereof has been obtained; (ii) the
approval at a general meeting of shareholders of Wacoal set forth in
Paragraph 2 of Article 5 hereof has not been obtained in the case where
such approval is required; or (iii) any of the approvals from relevant
government ministries and agencies required to be obtained under applicable
laws and regulations have not been obtained.
ARTICLE 9. (MATTERS SUBJECT TO CONSULTATION)
Matters other than those provided for in this Agreement that are necessary
to effect the Share Exchange shall be determined through mutual consultation
between Wacoal and PJ in accordance with the purport of this Agreement.
-2-
IN WITNESS WHEREOF, the parties hereto have made this Agreement in duplicate and
affixed their respective names and seals thereon, and each party shall retain
one copy thereof.
November 9, 2007
Wacoal: Wacoal Holdings Corp.
00 Xxxxxxxx-xxx, Xxxxxxxx, Xxxxxx-xx, Xxxxx
By: Yoshikata Tsukamoto [Seal]
President and Representative Director
PJ: Xxxxx Xxxx Co., Ltd.
00-00, Xxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx
By: Xxxx Xxxxxxx [Seal]
President and Representative Director
-3-
