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M&A and Subsidiary Changes7326SBI Insurance Group Co.,Ltd.Financials (excluding banks)

Notice of the Execution of a Basic Agreement on the Integration of Management through the Absorption Merger of SBI Global Asset Management Co.,Ltd. and SBI Insurance Group Co.,Ltd.

The two companies have entered into a basic agreement to integrate their operations through an absorption-type merger, with SBI Global Asset Management Co.,Ltd. as the surviving company and SBI Insurance Group Co.,Ltd. as the disappearing company. Shareholders of SBI Insurance Group Co.,Ltd. are expected to receive 3.53 shares of SBI Global Asset Management Co.,Ltd. for each share held. SBI Insurance Group Co.,Ltd. is expected to be delisted, while SBI Global Asset Management Co.,Ltd. is expected to remain listed.

Worth reading
68In focus
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
87615969
SBI Global Asset Management Co.,Ltd. ordinary shares to be delivered (shares)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This merger
Counterparty (target company)SBI Insurance Group Co.,Ltd.
Disclosing companySBI Insurance Group Co.,Ltd.
Subject of this transactionNumber of shares acquired 87,615,969 SBI Global Asset Management Co.,Ltd. ordinary shares (expected); number of voting rights: Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Holding company; principal businesses of subsidiaries: non-life insurance, life insurance, and small-amount short-term insurance

Location Minato-ku, TokyoShare capital ¥8,375 million (as of the end of March 2026)Date of incorporation 19 December 2016
Net Sales¥140,362 million (fiscal year ending March 2026; ordinary revenue, the consolidated equivalent of net sales)
Net income for the current fiscal year¥2,880 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥48,087 million (fiscal year ending March 2026; consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (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 ratio1 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)
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.

Procedures and assumptions
Valuation methodologyMarket 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 ExecutionExecution 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 acquisitionThe 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
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameSBI Insurance Group Co.,Ltd.
Name of the Subject CompanySBI Insurance Group Co.,Ltd.
Business Description of the Subject CompanyHolding company; principal businesses of subsidiaries: non-life insurance, life insurance, and small-amount short-term insurance
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥8,375 million (as of the end of March 2026)
Date of Establishment of the Subject Company19 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 ConsiderationShares (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 ratio1 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 acquired87,615,969 SBI Global Asset Management Co.,Ltd. ordinary shares (expected); number of voting rights: Not disclosed
Impact on Business PerformanceThe 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 resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Valuation methodologyMarket 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 ExecutionExecution 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 acquisitionThe 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)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 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.

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.
Notice of the Execution of a Basic Agreement on the Integration of Management through the Absorption Merger of SBI Global Asset Management Co.,Ltd. and SBI Insurance Group Co.,Ltd. | SBI Insurance Group Co.,Ltd. (7326) timely disclosure | Komori