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M&A and Subsidiary Changes8308Resona Holdings, Inc.Banks

Notice of the execution of a capital and business alliance agreement with M&A Capital Partners (6080) and the acquisition of shares constituting an acquisition of shares prescribed by Cabinet Order as an act equivalent to a tender offer

Resona Holdings has entered into a capital and business alliance agreement with M&A Capital Partners (MACP) and will acquire 1,589,900 common shares from MACP's representative director and president and directors. The shares to be acquired represent 5% of the total number of issued shares excluding treasury shares.

Worth reading
37Immaterial
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
5
Percentage of shares acquired relative to the number of issued shares excluding treasury shares (%)
Wording
Conditional
How definitive the wording is.

This transaction

Execution of a capital and business alliance agreement and acquisition of shares
CounterpartyM&A Capital Partners Co.,Ltd., Nakamura Satoru (中村 悟), Sogame Yozo (十亀洋三)
Disclosing companyResona Holdings, Inc.
M&A Capital Partners Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 1,589,900 shares. The number of voting rights is not stated.

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

M&A-related services business

Location Chuo-ku, TokyoShare capital ¥2,949 millionDate of incorporation October 2005
Net Sales¥22,449 million (fiscal year ended September 2025)
Net income for the current fiscal year¥5,514 million (fiscal year ended September 2025; net income attributable to owners of the parent)
Net assets¥43,932 million (fiscal year ended September 2025; consolidated net assets)
Impact on Business Performance

The impact of this alliance on Resona HD's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionNo changes to the corporate name or representative are stated. The companies will share M&A expertise and know-how through employee secondments and personnel exchanges, and will develop M&A talent.
This transaction
ItemDetails
Transaction nameExecution of a capital and business alliance agreement and acquisition of shares
Counterparty nameM&A Capital Partners Co.,Ltd., Nakamura Satoru (中村 悟), Sogame Yozo (十亀洋三)
Name of the Subject CompanyM&A Capital Partners Co.,Ltd.
Business Description of the Subject CompanyM&A-related services business
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥2,949 million
Date of Establishment of the Subject CompanyOctober 2005
Net Sales of the Subject Company¥22,449 million (fiscal year ended September 2025)
Net Income of the Subject Company¥5,514 million (fiscal year ended September 2025; net income attributable to owners of the parent)
Net Assets of the Subject Company¥43,932 million (fiscal year ended September 2025; consolidated net assets)
Number of shares acquired1,589,900 shares. The number of voting rights is not stated.
Voting rights ownership percentageAfter 5% (percentage of shares acquired) (before not disclosed)
Impact on Business PerformanceThe impact of this alliance on Resona HD's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution10 November 2026 (date of MACP's board resolution)
Contract Date10 November 2026
Execution Date / Effective Date13 November 2026 (scheduled)
Management structure after acquisitionNo changes to the corporate name or representative are stated. The companies will share M&A expertise and know-how through employee secondments and personnel exchanges, and will develop M&A talent.
Items this document does not state (15)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

To address the increasingly diverse and sophisticated M&A needs of mid-sized and small and medium-sized companies, including business succession, business growth, industry consolidation, and the acquisition of talent and technology. By combining the Resona Group's broad customer reach with the MACP Group's expertise in M&A and its ability to collect and analyze information, the companies will strengthen their framework for supporting M&A, business succession, and business growth.

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