Alliance Agreement Between Citigroup and Nikko

TOKYO - Citigroup Inc. and Nikko Cordial Corporation say that they have agreed to form a comprehensive strategic alliance, consisting of a broad-ranging business alliance and a capital alliance in which Citigroup would launch a tender offer for the purpose of becoming Nikko Cordial’s majority shareholder. Citigroup and Nikko Cordial said that their alliance agreement was signed today following approval by their respective boards of directors.

Citigroup and Nikko Cordial are forming the alliance in order to create one of Japan’s leading financial services groups and to enable the combined franchise to pursue important new growth opportunities, giving due respect to Japanese culture and business practices. The alliance capitalizes on their highly complementary businesses and capabilities, leverages their longstanding cooperative relationship and builds upon the success of their existing joint ventures. This includes Nikko Citigroup Limited, one of Japan’s leading investment banks and a strategically important part of Citigroup’s capital markets and banking business globally.

The two companies also said that, by announcing the new alliance agreement today, they intended to preserve the value of Nikko Cordial’s franchise for the benefit of all interested stakeholders, including Nikko Cordial’s shareholders, customers, employees and business partners, while also ensuring stability in the securities market and restoring investor trust and confidence.