This transaction
This mergerHolding company; principal businesses of subsidiaries: non-life insurance, life insurance, and small-amount short-term insurance
The impact on results from the fiscal year ending March 2028 onward is currently under review. If the business integration gives rise to a need for additional disclosure, the companies will promptly announce it.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | SBI Insurance Group Co.,Ltd. |
| Name of the Subject Company | SBI Insurance Group Co.,Ltd. |
| Business Description of the Subject Company | Holding company; principal businesses of subsidiaries: non-life insurance, life insurance, and small-amount short-term insurance |
| 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 ending March 2026; ordinary revenue, the consolidated equivalent of net sales) |
| 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 (ordinary shares of SBI Global Asset Management Co.,Ltd. will be delivered to shareholders of SBI Insurance Group Co.,Ltd.; all of the shares to be delivered are expected to be newly issued) |
| Merger ratio/share exchange ratio | 1 SBI Insurance Group Co.,Ltd. share: 3.53 SBI Global Asset Management Co.,Ltd. shares (SBI Global Asset Management Co.,Ltd. will be the surviving company in the absorption-type merger) |
| Number of shares acquired | 87,615,969 SBI Global Asset Management Co.,Ltd. ordinary shares (expected); 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. If the business integration gives rise to a need for additional disclosure, the companies will promptly announce it. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Market price method and DCF method (the equity cash flow method will also be used for SBI Insurance Group Co.,Ltd.) |
| Independent valuation institution | 株式会社KIC 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 to be held before the effective date, and approval by the relevant authorities, among other conditions |
| Management structure after acquisition | The name, location, representative, composition of directors and officers, and organizational structure of the surviving company will be determined after consultation between the two companies. SBI Global Asset Management Co.,Ltd. is expected to remain listed on the Tokyo Stock Exchange Prime Market. Employee treatment: Not disclosed |
Items this document does not state (11)
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 advance integrated management of assets and liabilities, product design originating from asset management, the common use of AI and system infrastructure, operational efficiency improvements, and disclosure of costs for insurance products. The two companies explained that through these measures they aim to enhance the value delivered to customers, achieve sustainable growth for both companies, and increase corporate value over the medium to long term.