Worth reading
57In 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
20040009596
¥Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This joint businessCounterpartySumitomo Mitsui Trust Bank, Limited, Fuyo General Lease Co.,Ltd., 三井住友トラスト・パナソニックファイナンス株式会社, The Bank of Yokohama, Ltd., 浜銀ファイナンス株式会社
Disclosing companyYokohama Financial Group,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Comprehensive leasing, installment sales, and credit card operations
Location Minato-ku, TokyoShare capital ¥25,584 millionDate of incorporation 27 February 1967
Net Sales¥426,618 million (fiscal year ending March 2026)
Operating profit¥10,890 million (fiscal year ending March 2026)
Net income for the current fiscal year¥18,900 million (fiscal year ending March 2026)
Net assets¥211,867 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥20,040,009,596
Type of ConsiderationCash
Goodwill amountApproximately ¥5 billion gain on the recognition of negative goodwill (fiscal year ending March 2027, expected). Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review. The attached materials state that a gain of approximately ¥5 billion on the recognition of negative goodwill is expected to be recorded in connection with the share acquisition.
Procedures and assumptions
Conditions Precedent to ExecutionFilings with competition authorities and other relevant authorities in each country, receipt of permits and approvals, and other preparations. The business alliance agreement is scheduled to take effect subject to completion of the share acquisition.
Management structure after acquisitionSMTPFC is scheduled to change its name to SMTB Leasing Co., Ltd. The Company plans to appoint 1 director and 1 audit & supervisory board member. The business alliance will also include personnel exchanges.
| Item | Details |
|---|---|
| Transaction name | This joint business |
| Counterparty name | Sumitomo Mitsui Trust Bank, Limited, Fuyo General Lease Co.,Ltd., 三井住友トラスト・パナソニックファイナンス株式会社, The Bank of Yokohama, Ltd., 浜銀ファイナンス株式会社 |
| Name of the Subject Company | 三井住友トラスト・パナソニックファイナンス株式会社 |
| Business Description of the Subject Company | Comprehensive leasing, installment sales, and credit card operations |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥25,584 million |
| Date of Establishment of the Subject Company | 27 February 1967 |
| Net Sales of the Subject Company | ¥426,618 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥10,890 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥18,900 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥211,867 million (fiscal year ending March 2026) |
| Acquisition price | ¥20,040,009,596 |
| Type of Consideration | Cash |
| Number of shares acquired | 1,774,942 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 15％ (before not disclosed) |
| Goodwill amount | Approximately ¥5 billion gain on the recognition of negative goodwill (fiscal year ending March 2027, expected). Amortization period: Not disclosed |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review. The attached materials state that a gain of approximately ¥5 billion on the recognition of negative goodwill is expected to be recorded in connection with the share acquisition. |
| Contract Date | 30 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Filings with competition authorities and other relevant authorities in each country, receipt of permits and approvals, and other preparations. The business alliance agreement is scheduled to take effect subject to completion of the share acquisition. |
| Management structure after acquisition | SMTPFC is scheduled to change its name to SMTB Leasing Co., Ltd. The Company plans to appoint 1 director and 1 audit & supervisory board member. The business alliance will also include personnel exchanges. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent 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.To incorporate the company’s broad range of financing methods and expertise in the leasing sector, strengthen 浜銀ファイナンス’s product offering and operating structure, and expand the Group’s comprehensive financial capabilities and earnings base.
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