Davis Polk & Wardwell LLP advised Nippon Mining Holdings, Inc. (Nippon Mining), Japan’s sixth-largest oil and gas refiner and marketer and a leading Japanese metal resources company, in connection with its business integration with Nippon Oil Corporation, Japan’s largest oil and gas refiner and marketer, in a transaction that created one of the world’s largest private sector oil companies and Japan’s third-largest company based on revenues. Nippon Mining and Nippon Oil established JX Holdings, Inc. on April 1, 2010, through a joint share transfer.

Davis Polk assisted Nippon Mining in registering the transaction with the U.S. Securities and Exchange Commission on Form F-4. The total value of the shares exchanged in the transaction was approximately US$12 billion.

The Davis Polk corporate team included partner Theodore A. Paradise, counsel Michael T. Dunn and associates Stephen Lindholm, Christopher J. Kodama, Hiroshi Sugiyama and Daniel E. Newman, all of the Tokyo office. The tax team included partner John D. Paton of the London office and associate Brian Radigan of the New York office. Counsel Marcie A. Goldstein of the New York office provided Blue Sky advice. Counsel William B. Hoffman and associate Susan Hutner, both of the Washington, DC office, provided OFAC-related advice. Associates Catherine L. Martin and Aaron Schlaphoff of the New York office provided Investment Company Act advice. Nozomi Kameyama and Yuko Ema were the legal assistants on the transaction.