Worth reading
61In 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
221138
¥100 million (total assets, simple aggregate)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This business integration (share exchange)Counterparty (target company)The Bank of Nagoya,Ltd.
Disclosing companyShizuoka Financial Group,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Banking
Location Naka-ku, Nagoya, Aichi PrefectureShare capital ¥25,090 millionDate of incorporation 24 February 1949
Net SalesOrdinary income: ¥102,788 million (fiscal year ended March 2025)
Operating profitOrdinary profit: ¥20,899 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet income attributable to owners of the parent (consolidated): ¥14,730 million (fiscal year ended March 2025)
Net assets¥310,800 million (as of 31 December 2025, consolidated)
Consideration and expenses
Acquisition priceShare exchange ratio: not yet determined (to be determined by the execution of the final agreement)
Type of ConsiderationShares (shares of Shizuoka Financial Group,Inc. will be issued to shareholders of The Bank of Nagoya,Ltd.)
Merger ratio/share exchange ratioNot yet determined. Shizuoka Financial Group,Inc. will become the wholly owning parent company and The Bank of Nagoya,Ltd. the wholly owned subsidiary.
Impact on Business Performance
The impact of this business integration on the consolidated results of both companies for the fiscal year ending March 2026 is currently expected to be immaterial.
Procedures and assumptions
Valuation methodologyDue diligence and share valuation by an independent valuation institution
Special CommitteeSpecial committee: not disclosed. An integration preparation committee will be established, with the Representative Director and President of Shizuoka Financial Group,Inc. and the President of The Bank of Nagoya,Ltd. serving as co-chairs.
Conditions Precedent to ExecutionApproval at the necessary shareholders' meetings and regulatory approvals from the relevant authorities, among other conditions. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its effectiveness.
Management structure after acquisitionThe group will operate under a new financial holding company with a two-bank structure consisting of Shizuoka Bank and The Bank of Nagoya,Ltd., emphasizing the autonomy and coordination of each bank. It will strengthen career development opportunities and support systems for growth, and establish an environment in which officers and employees can fully exercise their capabilities. The company name change has not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This business integration (share exchange) |
| Counterparty name | The Bank of Nagoya,Ltd. |
| Name of the Subject Company | The Bank of Nagoya,Ltd. |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Naka-ku, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥25,090 million |
| Date of Establishment of the Subject Company | 24 February 1949 |
| Net Sales of the Subject Company | Ordinary income: ¥102,788 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | Ordinary profit: ¥20,899 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net income attributable to owners of the parent (consolidated): ¥14,730 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥310,800 million (as of 31 December 2025, consolidated) |
| Acquisition price | Share exchange ratio: not yet determined (to be determined by the execution of the final agreement) |
| Type of Consideration | Shares (shares of Shizuoka Financial Group,Inc. will be issued to shareholders of The Bank of Nagoya,Ltd.) |
| Merger ratio/share exchange ratio | Not yet determined. Shizuoka Financial Group,Inc. will become the wholly owning parent company and The Bank of Nagoya,Ltd. the wholly owned subsidiary. |
| Impact on Business Performance | The impact of this business integration on the consolidated results of both companies for the fiscal year ending March 2026 is currently expected to be immaterial. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 27 March 2026 |
| Execution Date / Effective Date | 1 April 2028 (予定) |
| Valuation methodology | Due diligence and share valuation by an independent valuation institution |
| Special Committee | Special committee: not disclosed. An integration preparation committee will be established, with the Representative Director and President of Shizuoka Financial Group,Inc. and the President of The Bank of Nagoya,Ltd. serving as co-chairs. |
| Conditions Precedent to Execution | Approval at the necessary shareholders' meetings and regulatory approvals from the relevant authorities, among other conditions. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its effectiveness. |
| Management structure after acquisition | The group will operate under a new financial holding company with a two-bank structure consisting of Shizuoka Bank and The Bank of Nagoya,Ltd., emphasizing the autonomy and coordination of each bank. It will strengthen career development opportunities and support systems for growth, and establish an environment in which officers and employees can fully exercise their capabilities. The company name change has not been disclosed. |
Items this document does not state (10)
Expenses 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 institution
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.To combine the two companies' business and customer bases and solution capabilities, enhance regional financial strength across the broad area extending from the Tokyo metropolitan area to the Chukyo region, and drive top-line growth, operating efficiency and increased corporate value.
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