Tokyo, Japan – April 26, 2007 - Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today announced that, at a meeting of its Board of Directors held on April 26, 2007, it resolved to apply to delist its American Depositary Shares (“ADR”) from the NASDAQ Stock Market (“NASDAQ”), terminate its registration of its common stock under Section 12(b) and 12(g) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and terminate its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. As a result of these actions, the Company will terminate its U.S. Securities Exchange Commission (the “SEC”) reporting obligations.
The Company’s ADRs have been listed on NASDAQ since July 1999. However, the Company’s ADRs have been thinly traded on NASDAQ, and overseas investors have traded the Company’s common stock primarily on the Tokyo Stock Exchange. Accordingly, the Company’s Board of Directors believes that the overall impact that the delisting and the termination of its SEC reporting obligations may have on shareholders would be limited, but will result in a reduction of fixed costs and enable the company to improve the efficiency of its IR activities. After the delisting, the Company plans to maintain its ADR program in the U.S. and plans to continue to list the Company’s common stock on the Tokyo Stock Exchange.
(1) Overall Delisting Schedule (as planned)
Written notice to be sent to NASDAQ: Thursday, April 26, 2007
Delisting application to be filed with the SEC: Monday, May 21, 2007
Delisting from NASDAQ becomes effective: Thursday, May 31, 2007
(2) ADR Program
After delisting from NASDAQ, the Company plans to maintain its ADR program with the Bank of New York, the Depositary Bank for the Company’s ADRs. The Company’s ADRs are expected to continue to trade on over-the-counter markets.
(3) Termination of SEC Reporting Obligation
The Company plans to terminate its SEC reporting obligations by filing Form 15F with the SEC on or after June 4, 2007. Upon filing the Form 15F, the Company’s obligations to file reports on Form 20-F and Form 6-K with the SEC will immediately be suspended. The Company expects that the termination of its SEC reporting obligations will become effective 90 days after the date of filing the Form 15F with the SEC, or such shorter period as the SEC may determine.
Trend Micro Incorporated (TSE: 4704), a global cloud security leader, creates a world safe for exchanging digital information with its Internet content security and threat management solutions for businesses and consumers. A pioneer in server security with over 20 years' experience, we deliver top-ranked client, server and cloud-based security that fits our customers' and partners' needs, stops new threats faster, and protects data in physical, virtualized and cloud environments. Powered by the Trend Micro™ Smart Protection Network™ cloud security infrastructure, our industry-leading cloud-computing security technology, products and services stop threats where they emerge, on the Internet, and are supported by 1,000+ threat intelligence experts around the globe.
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