Worth reading
49Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
116209
¥100 million (total assets of the integrated holding company, consolidated and simple aggregate)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This business integration / this mergerCounterparty (target company)Aichi Financial Group,Inc., San ju San Financial Group,Inc.
Disclosing companySan ju San Financial Group,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Management of banks and other companies that may be made subsidiaries under the Banking Act, all ancillary and related businesses, and businesses that a bank holding company may conduct under the Banking Act, Management of banks and other companies that may be made subsidiaries under the Banking Act, and all ancillary and related businesses
Location Naka-ku, Nagoya, Aichi Prefecture, Matsusaka, Mie PrefectureShare capital ¥20 billion, ¥10 billionDate of incorporation 3 October 2022, 2 April 2018
Net SalesConsolidated ordinary revenue: ¥101,036 million (fiscal year ended March 2025), Consolidated ordinary revenue: ¥74,913 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet income attributable to owners of the parent: ¥9,097 million (fiscal year ended March 2025), Net income attributable to owners of the parent: ¥8,653 million (fiscal year ended March 2025)
Net assetsConsolidated net assets: ¥353,810 million (fiscal year ended March 2025), Consolidated net assets: ¥206,011 million (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (shares are expected to be issued in connection with the absorption-type merger)
Merger ratio/share exchange ratioUndecided. The surviving and dissolving companies in the merger are also undecided.
Procedures and assumptions
Valuation methodologyDue diligence and a share valuation by an independent third-party valuation institution
Conditions Precedent to ExecutionApproval by resolutions of the shareholders' meetings of both companies and the licenses, approvals and other authorizations required from the relevant authorities for the business integration
Management structure after acquisitionThe name, head office location, representative, composition of the officers, organization and other details of the integrated holding company will be determined by the time the definitive agreement is executed. The Aichi Bank and San ju San Bank brands and their branch networks will be maintained, with a two-brand structure planned to continue after the integration. With respect to employees, the companies aim to expand opportunities for diverse personnel to play active roles and enhance job satisfaction.
| Item | Details |
|---|---|
| Transaction name | This business integration / this merger |
| Counterparty name | Aichi Financial Group,Inc., San ju San Financial Group,Inc. |
| Name of the Subject Company | Aichi Financial Group,Inc., San ju San Financial Group,Inc. |
| Business Description of the Subject Company | Management of banks and other companies that may be made subsidiaries under the Banking Act, all ancillary and related businesses, and businesses that a bank holding company may conduct under the Banking Act, Management of banks and other companies that may be made subsidiaries under the Banking Act, and all ancillary and related businesses |
| Location of the Subject Company | Naka-ku, Nagoya, Aichi Prefecture, Matsusaka, Mie Prefecture |
| Capital Stock of the Subject Company | ¥20 billion, ¥10 billion |
| Date of Establishment of the Subject Company | 3 October 2022, 2 April 2018 |
| Net Sales of the Subject Company | Consolidated ordinary revenue: ¥101,036 million (fiscal year ended March 2025), Consolidated ordinary revenue: ¥74,913 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net income attributable to owners of the parent: ¥9,097 million (fiscal year ended March 2025), Net income attributable to owners of the parent: ¥8,653 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Consolidated net assets: ¥353,810 million (fiscal year ended March 2025), Consolidated net assets: ¥206,011 million (fiscal year ended March 2025) |
| Type of Consideration | Shares (shares are expected to be issued in connection with the absorption-type merger) |
| Merger ratio/share exchange ratio | Undecided. The surviving and dissolving companies in the merger are also undecided. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 (this basic agreement) |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Due diligence and a share valuation by an independent third-party valuation institution |
| Conditions Precedent to Execution | Approval by resolutions of the shareholders' meetings of both companies and the licenses, approvals and other authorizations required from the relevant authorities for the business integration |
| Management structure after acquisition | The name, head office location, representative, composition of the officers, organization and other details of the integrated holding company will be determined by the time the definitive agreement is executed. The Aichi Bank and San ju San Bank brands and their branch networks will be maintained, with a two-brand structure planned to continue after the integration. With respect to employees, the companies aim to expand opportunities for diverse personnel to play active roles and enhance job satisfaction. |
Items this document does not state (14)
Operating 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)Impact on Business PerformanceIndependent 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.The purpose is to respond to changes in the business environment, including population decline and the declining birthrate and aging population, the transition to a world with interest rates, and intensifying competition driven by advances in IT and digital technologies; to enhance competitiveness in the Tokai region by mutually leveraging the strengths and management resources of both companies; and to contribute to regional development and increased corporate value.
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