Worth reading
74In 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
1400
¥100 million (target net income for the fiscal year ending March 2030)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterpartyName of counterparty
Disclosing companyDaishi Hokuetsu 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
Banking
Location Maebashi, Gunma PrefectureShare capital Capitalization of target companyDate of incorporation Date of establishment of target company
Net SalesConsolidated ordinary income: ¥220.4 billion (fiscal year ended March 2025)
Net income for the current fiscal yearNet income attributable to owners of the parent: ¥43.9 billion (fiscal year ended March 2025)
Net assetsConsolidated net assets: ¥562.9 billion (fiscal year ended March 2025)
Consideration and expenses
Type of ConsiderationShares (1.125 ordinary shares of Daishi Hokuetsu Financial Group,Inc. will be delivered for each ordinary share of The Gunma Bank,Ltd.)
Merger ratio/share exchange ratio1 : 1.125 (Daishi Hokuetsu Financial Group,Inc. will be the wholly owning parent company in the share exchange, and The Gunma Bank,Ltd. will be the wholly owned subsidiary)
Funding arrangementsOrdinary shares of Daishi Hokuetsu Financial Group,Inc. will be delivered through the share exchange
Goodwill amountUndetermined at this stage. The amount will be disclosed once it is determined. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The transaction is currently expected to have a minor impact on the consolidated results of both companies for the fiscal years ending March 2026 and March 2027
Procedures and assumptions
Valuation methodologyMarket price average method, market price analysis, comparable company analysis, comparable company valuation analysis, dividend discount model (DDM) method, and DDM analysis
Independent valuation institutionNomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Special CommitteeNo special committee has been established. As no particular conflict of interest will arise between the companies, no special measures have been taken.
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of both companies and the necessary approvals and licenses from the relevant authorities. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its becoming effective.
Management structure after acquisitionDaishi Hokuetsu Financial Group,Inc. is expected to change its corporate name to 株式会社群馬新潟フィナンシャルグループ. Michiro Fushikuri (殖栗 道郎) is expected to become Representative Director and Chairman, and Akihiko Fukai (深井 彰彦) is expected to become Representative Director, President and Group CEO. The integrated holding company is expected to have 13 directors, comprising 6 internal directors and 7 outside directors. The corporate names, head office locations, and operations of both banks will remain unchanged, and no consolidation or closure of branches is planned.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Name of counterparty |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Maebashi, Gunma Prefecture |
| Capital Stock of the Subject Company | Capitalization of target company |
| Date of Establishment of the Subject Company | Date of establishment of target company |
| Net Sales of the Subject Company | Consolidated ordinary income: ¥220.4 billion (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net income attributable to owners of the parent: ¥43.9 billion (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Consolidated net assets: ¥562.9 billion (fiscal year ended March 2025) |
| Type of Consideration | Shares (1.125 ordinary shares of Daishi Hokuetsu Financial Group,Inc. will be delivered for each ordinary share of The Gunma Bank,Ltd.) |
| Merger ratio/share exchange ratio | 1 : 1.125 (Daishi Hokuetsu Financial Group,Inc. will be the wholly owning parent company in the share exchange, and The Gunma Bank,Ltd. will be the wholly owned subsidiary) |
| Number of shares acquired | Number of shares acquired |
| Voting rights ownership percentage | After The Gunma Bank,Ltd. is expected to become a wholly owned subsidiary of Daishi Hokuetsu Financial Group,Inc. (100%) (before not disclosed) |
| Funding arrangements | Ordinary shares of Daishi Hokuetsu Financial Group,Inc. will be delivered through the share exchange |
| Goodwill amount | Undetermined at this stage. The amount will be disclosed once it is determined. Amortization period: Not disclosed |
| Impact on Business Performance | The transaction is currently expected to have a minor impact on the consolidated results of both companies for the fiscal years ending March 2026 and March 2027 |
| Date of board resolution | 26 March 2026 |
| Contract Date | 26 March 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Market price average method, market price analysis, comparable company analysis, comparable company valuation analysis, dividend discount model (DDM) method, and DDM analysis |
| Independent valuation institution | Nomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. |
| Special Committee | No special committee has been established. As no particular conflict of interest will arise between the companies, no special measures have been taken. |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders of both companies and the necessary approvals and licenses from the relevant authorities. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its becoming effective. |
| Management structure after acquisition | Daishi Hokuetsu Financial Group,Inc. is expected to change its corporate name to 株式会社群馬新潟フィナンシャルグループ. Michiro Fushikuri (殖栗 道郎) is expected to become Representative Director and Chairman, and Akihiko Fukai (深井 彰彦) is expected to become Representative Director, President and Group CEO. The integrated holding company is expected to have 13 directors, comprising 6 internal directors and 7 outside directors. The corporate names, head office locations, and operations of both banks will remain unchanged, and no consolidation or closure of branches is planned. |
Items this document does not state (7)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)
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 companies aim to combine their customer bases, regional information and networks, financial foundations, and expertise to grow into a top-tier regional banking group. They also aim to achieve rationalization and greater efficiency through economies of scale, strengthen their financial intermediation and consulting functions, and enhance management oversight.
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