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M&A and Subsidiary Changes5830Iyogin Holdings,Inc.Banks

Regarding the Basic Agreement on the Business Integration of Iyogin Holdings,Inc. and The Ehime Bank,Ltd.

The companies entered into a basic agreement to proceed with a share exchange under which Iyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become its wholly owned subsidiary. The share exchange ratio and the name and board composition of the integrated group will be determined in due course, with the share exchange scheduled to take effect on 1 April 2027.

Worth reading
63In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
126224
¥100 million (combined total assets of the new financial group following the business integration)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Name of transaction
CounterpartyIyogin Holdings,Inc.
Disclosing companyIyogin Holdings,Inc.
The Ehime Bank,Ltd.Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Banking

Location Matsuyama, Ehime PrefectureShare capital ¥21,367 millionDate of incorporation 20 March 1943
Net income for the current fiscal year¥7,212 million (fiscal year ended March 2026; net income attributable to owners of the parent)
Net assets¥144,419 million (fiscal year ended March 2026; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (share exchange; share exchange ratio to be determined)
Merger ratio/share exchange ratioTo be determined. Iyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become its wholly owned subsidiary.
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is currently expected to be minor. If an event occurs that requires a revision to the earnings forecast, the companies will disclose it promptly.

Procedures and assumptions
Valuation methodologyThe results of due diligence and the share exchange ratio valuation conducted by third-party valuation institutions
Conditions Precedent to ExecutionApproval at The Ehime Bank,Ltd.'s shareholders meeting and the acquisition of the approvals, licenses and other authorizations required from the relevant authorities for the business integration
Management structure after acquisitionIyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become its wholly owned subsidiary. Following the integration, the companies plan to operate a two-bank structure based on a single platform and multiple brands. The name, board composition and organization of the holding company will be determined in due course, and a proposal to change its name is scheduled to be submitted to the annual shareholders meeting planned for June 2027. Human resources made available through channel optimization will be assigned to consulting, DX and new businesses, and redeployed to branches after being developed and strengthened.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameIyogin Holdings,Inc.
Name of the Subject CompanyThe Ehime Bank,Ltd.
Business Description of the Subject CompanyBanking
Location of the Subject CompanyMatsuyama, Ehime Prefecture
Capital Stock of the Subject Company¥21,367 million
Date of Establishment of the Subject Company20 March 1943
Net Income of the Subject Company¥7,212 million (fiscal year ended March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥144,419 million (fiscal year ended March 2026; consolidated net assets)
Type of ConsiderationShares (share exchange; share exchange ratio to be determined)
Merger ratio/share exchange ratioTo be determined. Iyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become its wholly owned subsidiary.
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is currently expected to be minor. If an event occurs that requires a revision to the earnings forecast, the companies will disclose it promptly.
Date of board resolution24 July 2026
Contract Date24 July 2026 (basic agreement)
Execution Date / Effective Date1 April 2027 (scheduled; effective date of the share exchange)
Valuation methodologyThe results of due diligence and the share exchange ratio valuation conducted by third-party valuation institutions
Conditions Precedent to ExecutionApproval at The Ehime Bank,Ltd.'s shareholders meeting and the acquisition of the approvals, licenses and other authorizations required from the relevant authorities for the business integration
Management structure after acquisitionIyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become its wholly owned subsidiary. Following the integration, the companies plan to operate a two-bank structure based on a single platform and multiple brands. The name, board composition and organization of the holding company will be determined in due course, and a proposal to change its name is scheduled to be submitted to the annual shareholders meeting planned for June 2027. Human resources made available through channel optimization will be assigned to consulting, DX and new businesses, and redeployed to branches after being developed and strengthened.
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial 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.

Against a backdrop of declining population and numbers of business establishments, intensifying competition in the financial industry, and the need to address business succession, decarbonization and digitalization, the companies aim to strengthen their management foundations, enhance their financial intermediation functions and build a sustainable business model. They also cite the combination of their expertise, customer bases, systems and human resources to expand services and improve management 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.
Regarding the Basic Agreement on the Business Integration of Iyogin Holdings,Inc. and The Ehime Bank,Ltd. | Iyogin Holdings,Inc. (5830) timely disclosure | Komori