Worth reading
74In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
116209
¥100 million (combined consolidated total assets of the integrated holding company)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The Merger / The Business IntegrationCounterparty (target company)Aichi Financial Group,Inc., San ju San Financial Group,Inc.
Disclosing companyAichi 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, ¥10.0 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 (a diagram shows shares of the surviving company being issued to shareholders of former Aichi FG and former San ju San FG; details remain undecided)
Merger ratio/share exchange ratioUndecided. The ratio will be determined by the time the definitive agreement is executed, based on due diligence, a valuation of the shares by an independent valuation firm and other factors. The surviving and absorbed companies have also not been determined.
Procedures and assumptions
Valuation methodologyDue diligence, valuation of the shares by an independent valuation firm and other factors
Special CommitteeNo special committee mentioned. An integration preparation committee has been established.
Conditions Precedent to ExecutionApproval by resolutions of the shareholders' meetings of both companies and receipt of necessary approvals and licenses from the relevant authorities
Management structure after acquisitionThe corporate name, head office location, representative, management structure and organization of the integrated holding company will be discussed and determined at a later date. The Aichi Bank and San ju San Bank brands and branch networks will be maintained under a two-brand structure. The companies aim to expand opportunities for diverse talent to thrive and improve job satisfaction for all employees.
| Item | Details |
|---|---|
| Transaction name | The Merger / The Business Integration |
| 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, ¥10.0 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 (a diagram shows shares of the surviving company being issued to shareholders of former Aichi FG and former San ju San FG; details remain undecided) |
| Merger ratio/share exchange ratio | Undecided. The ratio will be determined by the time the definitive agreement is executed, based on due diligence, a valuation of the shares by an independent valuation firm and other factors. The surviving and absorbed companies have also not been determined. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 (execution of the basic agreement). The definitive agreement and absorption merger agreement are scheduled for September 2026. |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Due diligence, valuation of the shares by an independent valuation firm and other factors |
| Special Committee | No special committee mentioned. An integration preparation committee has been established. |
| Conditions Precedent to Execution | Approval by resolutions of the shareholders' meetings of both companies and receipt of necessary approvals and licenses from the relevant authorities |
| Management structure after acquisition | The corporate name, head office location, representative, management structure and organization of the integrated holding company will be discussed and determined at a later date. The Aichi Bank and San ju San Bank brands and branch networks will be maintained under a two-brand structure. The companies aim to expand opportunities for diverse talent to thrive and improve job satisfaction for all employees. |
Items this document does not state (13)
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 institution
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.Against a backdrop of population decline and the declining birthrate and aging population, changes in the interest-rate environment, and intensifying competition driven by IT and digital technologies, the companies aim to enhance their competitiveness in the Tokai region by leveraging their respective strengths and management resources, thereby contributing to regional development and increasing corporate value.
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