Komori
M&A and Subsidiary Changes4765SBI Global Asset Management Co.,Ltd.Financials (excluding banks)

Notice of the Execution of a Basic Agreement on Management Integration through the Absorption-Type Merger of SBI Global Asset Management Co., Ltd. and SBI Insurance Group Co., Ltd.

SBI Global Asset Management will be the surviving company under the absorption-type merger, and the parties have entered into a basic agreement for it to absorb SBI Insurance Group. Shares of SBI Global Asset Management will be issued to SBI Insurance Group shareholders, with the merger scheduled to take effect on 1 April 2027 and SBI Insurance Group shares scheduled to be delisted.

Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
87615969
Shares (SBI Global Asset Management common shares scheduled to be issued)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This merger
CounterpartySBI Global Asset Management Co.,Ltd.
Disclosing companySBI Global Asset Management Co.,Ltd.
SBI Insurance Group Co.,Ltd.Subject of this transactionNumber of shares acquired 87,615,969 SBI Global Asset Management common shares (scheduled). Number of voting rights: Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Management of subsidiaries and related operations 主要 businesses of subsidiaries: Non-life insurance business Life insurance business Small-amount and short-term insurance business

Location Minato-ku, TokyoShare capital ¥8,375 million (as of the end of March 2026)Date of incorporation 19 December 2016
Net Sales¥140,362 million (fiscal year ended March 2026; recurring revenue, equivalent to consolidated net sales)
Operating profit— (fiscal year ended March 2026; omitted because there is no equivalent item on the income statement)
Net income for the current fiscal year¥2,880 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥48,087 million (fiscal year ending March 2026; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (3.53 SBI Global Asset Management common shares scheduled to be issued for each SBI Insurance Group share)
Merger ratio/share exchange ratio1 : 3.53 (SBI Global Asset Management:SBI Insurance Group). SBI Global Asset Management will be the surviving company in the absorption-type merger, and SBI Insurance Group will be the absorbed company.
Impact on Business Performance

The impact on results from the fiscal year ending March 2028 onward is currently under review. The companies state that they will promptly disclose any new information if the need for disclosure arises.

Procedures and assumptions
Valuation methodologyMarket price method and DCF method. KIC adopted the equity cash flow method for SBI Insurance Group; EY adopted the enterprise DCF method for SBI Global Asset Management and the equity cash flow method for SBI Insurance Group.
Independent valuation institutionKIC Co., Ltd. and EY Strategy and Consulting Co., Ltd.
Conditions Precedent to ExecutionExecution of the definitive agreement, approval at extraordinary general meetings of shareholders of both companies before the effective date, and approval by the relevant authorities, among other conditions
Management structure after acquisitionSBI Global Asset Management will be the surviving company, and its shares are scheduled to remain listed on the Tokyo Stock Exchange Prime Market. The surviving company's name, location, representative, management structure and organisation will be determined through future discussions. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameSBI Global Asset Management Co.,Ltd.
Name of the Subject CompanySBI Insurance Group Co.,Ltd.
Business Description of the Subject CompanyManagement of subsidiaries and related operations 主要 businesses of subsidiaries: Non-life insurance business Life insurance business Small-amount and short-term insurance business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥8,375 million (as of the end of March 2026)
Date of Establishment of the Subject Company19 December 2016
Net Sales of the Subject Company¥140,362 million (fiscal year ended March 2026; recurring revenue, equivalent to consolidated net sales)
Operating Profit of the Subject Company— (fiscal year ended March 2026; omitted because there is no equivalent item on the income statement)
Net Income of the Subject Company¥2,880 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥48,087 million (fiscal year ending March 2026; consolidated net assets)
Type of ConsiderationShares (3.53 SBI Global Asset Management common shares scheduled to be issued for each SBI Insurance Group share)
Merger ratio/share exchange ratio1 : 3.53 (SBI Global Asset Management:SBI Insurance Group). SBI Global Asset Management will be the surviving company in the absorption-type merger, and SBI Insurance Group will be the absorbed company.
Number of shares acquired87,615,969 SBI Global Asset Management common shares (scheduled). Number of voting rights: Not disclosed
Impact on Business PerformanceThe impact on results from the fiscal year ending March 2028 onward is currently under review. The companies state that they will promptly disclose any new information if the need for disclosure arises.
Date of board resolution30 September 2026
Contract Date30 September 2026 (this basic agreement)
Execution Date / Effective Date1 April 2027 (scheduled)
Valuation methodologyMarket price method and DCF method. KIC adopted the equity cash flow method for SBI Insurance Group; EY adopted the enterprise DCF method for SBI Global Asset Management and the equity cash flow method for SBI Insurance Group.
Independent valuation institutionKIC Co., Ltd. and EY Strategy and Consulting Co., Ltd.
Conditions Precedent to ExecutionExecution of the definitive agreement, approval at extraordinary general meetings of shareholders of both companies before the effective date, and approval by the relevant authorities, among other conditions
Management structure after acquisitionSBI Global Asset Management will be the surviving company, and its shares are scheduled to remain listed on the Tokyo Stock Exchange Prime Market. The surviving company's name, location, representative, management structure and organisation will be determined through future discussions. Treatment of employees: Not disclosed
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to place asset management and insurance under a single management structure and to design insurance products that make integrated use of asset management capabilities. In addition, the companies aim to enhance the value they provide to customers and their medium- to long-term corporate value through integrated management of assets and liabilities, shared AI and systems infrastructure, and greater operational efficiency.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of the Execution of a Basic Agreement on Management Integration through the Absorption-Type Merger of SBI Global Asset Management Co., Ltd. and SBI Insurance Group Co., Ltd. | SBI Global Asset Management Co.,Ltd. (4765) timely disclosure | Komori