This transaction
This mergerManagement of subsidiaries and related operations 主要 businesses of subsidiaries: Non-life insurance business Life insurance business Small-amount and short-term insurance business
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.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | SBI Global Asset Management Co.,Ltd. |
| Name of the Subject Company | SBI Insurance Group Co.,Ltd. |
| Business Description of the Subject 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 of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥8,375 million (as of the end of March 2026) |
| Date of Establishment of the Subject Company | 19 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 Consideration | Shares (3.53 SBI Global Asset Management common shares scheduled to be issued for each SBI Insurance Group share) |
| Merger ratio/share exchange ratio | 1 : 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 acquired | 87,615,969 SBI Global Asset Management common shares (scheduled). Number of voting rights: Not disclosed |
| 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. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 (this basic agreement) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Market 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 institution | KIC Co., Ltd. and EY Strategy and Consulting Co., Ltd. |
| Conditions Precedent to Execution | Execution 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 acquisition | SBI 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)
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.