Notice Regarding the Scheduled Delisting of American Depositary Shares from the NASDAQ Exchange
2019年4月1日 - 3:03PM
Internet Initiative Japan Inc. ("IIJ", NASDAQ: IIJI, TSE1: 3774)
announced that further to its announcement on February 7, 2019
regarding its intention of delisting from the NASDAQ Exchange
(“NASDAQ”), IIJ has notified the NASDAQ on April 1, 2019 (Eastern
Time in the U.S.) that IIJ will apply for voluntary delisting of
its American Depositaries Shares (“ADSs”) from the NASDAQ. Please
see below for details.
- Reasons for
DelistingIIJ listed its ADSs on the NASDAQ in August 1999.
While it was quite rare in Japan for Internet-related companies to
be listed, Internet-related companies were expanding their
businesses through capital market financing in the U.S.A. Since the
listing, along with business expansion, IIJ has made efforts to
enhance disclosure for shareholders and investors, to comply with
the disclosure requirements of the U.S. Securities laws and
regulations, to prepare consolidated financial statements in
accordance with the generally accepted accounting principles in the
U.S.A. and to establish internal controls in accordance with the
Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has
changed as indicated by the increase in trading volume of Japanese
stocks through stock exchanges in Japan by overseas investors due
to the internationalization of Japanese financial and capital
markets. In addition to the market changes, our small trading
volume of ADSs meets the criteria for terminating registration.
Therefore, IIJ has decided to apply for delisting of its ADSs from
the NASDAQ and for termination of registration of ADSs with the
U.S. Securities and Exchange Commission (the “SEC”) under the
Exchange Act.
- Stock Exchange on which IIJ will Maintain its
ListingsTokyo Stock Exchange
- Schedule
|
April 1, 2019 |
IIJ to provide the
NASDAQ with a written pre-notice of the delisting application |
|
April 11, 2019 (planned) |
IIJ to file Form 25 with the SEC for delisting from the NASDAQ and
deregistration with the SEC |
|
April 25, 2019 (planned) |
Delisting to become effective IIJ to file Form 15F with the SEC to
terminate its reporting obligations under the Exchange Act |
|
Late July 2019 (planned) |
Deregistration with the SEC to become effective Termination of
IIJ’s reporting obligations under the Exchange Act to become
effective |
|
|
|
Note: The schedule provided above,
including the anticipated effective dates, may be delayed if the
SEC objects, requests an extended review or for other reasons. |
- After
DelistingEven after delisting its ADSs from the NASDAQ,
IIJ intends to maintain its American Depositary Receipt Program in
the U.S.A. through a depositary bank; therefore, IIJ anticipates
that its ADSs should continue to be traded in the U.S. on the
over-the-counter market. Same as now, a depositary bank will
continue to handle conversion from ADS to our ordinary share traded
in the Tokyo Stock Exchange which will still be available through
the conversion ratio and process such as cash dividend
payment.While IIJ’s reporting obligations under the Exchange Act
(including the obligation to file annual reports on Form 20-F)
should be terminated, IIJ will continue to disclose financial
statements and other information as translation in English on its
IR website in a timely manner to ensure that its overseas
shareholders and investors should continue to have appropriate
information about IIJ.
- Contact Information for Inquiries regarding
IIJ’s ADSs
|
Name of Depositary
Bank |
The Bank of New
York Mellon (U.S.)Depositary Receipts |
|
Phone |
1-888-269-2377 (U.S. toll free) |
|
|
1-201-680-6825 (International.) |
|
|
Available Monday through Friday, from 9:00am to 5:00pm, U.S.
EasternTime.) |
|
Website |
www.adrbnymellon.com |
|
|
www.mybnymdr.com |
|
Mail |
shrrelations@cpushareownerservices.com |
|
|
|
|
Note: Those holding
ADRs directly with the depositary bank may contact the above
mentioned BNY Mellon Depositary Receipts with their account number
for identification purposes. Those holding ADRs through other means
such as brokers should contact such brokers with questions. |
About IIJ
Founded in 1992, IIJ is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ
and its group companies provide total network solutions that mainly
cater to high-end corporate customers. IIJ's services include
high-quality Internet connectivity services, systems integration,
cloud computing services, security services and mobile services.
Moreover, IIJ has built one of the largest Internet backbone
networks in Japan that is connected to the United States, the
United Kingdom and Asia. IIJ listed on the U.S. NASDAQ Stock Market
in 1999 and on the First Section of the Tokyo Stock Exchange in
2006.
The statements within this release contain forward-looking
statements about our future plans that involve risk and
uncertainty. These statements may differ materially from actual
future events or results. Readers are referred to the documents
furnished by Internet Initiative Japan Inc. with the SEC,
specifically the most recent reports on Forms 20-F and 6-K, which
identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements.
For inquiries, contact:IIJ Investor Relations
Tel: +81-3-5205-6500 E-mail: ir@iij.ad.jp URL:
https://www.iij.ad.jp/en/ir
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