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How definitive the wording is.This transaction
This share exchange and the establishment of ＳＭＢＣ日興ジェフリーズ証券CounterpartyＳＭＢＣ日興証券ホールディングス設立準備株式会社, Jefferies Financial Group Inc.
Disclosing companySumitomo Mitsui 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.
Execution Date / Effective Date1 October 2026 (予定, effective date of this share exchange) / January 2027 (予定, commencement of operations of ＳＭＢＣ日興ジェフリーズ証券)
Target company
The company’s principal business is financial instruments business, including Type I Financial Instruments Business, Type II Financial Instruments Business, securities management services, investment advisory and agency services, and investment management business.
Location Chiyoda-ku, TokyoShare capital ¥135.0 billionDate of incorporation 15 June 2009
Net Sales¥551,827 million (fiscal year ended March 2026, operating revenue)
Operating profit¥75,536 million (fiscal year ended March 2026)
Net income for the current fiscal year¥88,933 million (fiscal year ended March 2026)
Net assets¥1,225,779 million (fiscal year ended March 2026)
Consideration and expenses
Type of ConsiderationShares (this share exchange)
Impact on Business Performance
The impact on SMBC Group’s consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThis share exchange is subject to obtaining the necessary regulatory approvals and other permissions. ＳＭＢＣ日興ジェフリーズ証券 is subject to obtaining approval from the relevant authorities and completing other necessary procedures.
Management structure after acquisitionSubject to the share exchange taking effect, the company being established plans to change its corporate name to ＳＭＢＣ日興証券ホールディングス株式会社. ＳＭＢＣ日興証券ホールディングス will be a company with an audit and supervisory committee, while ＳＭＢＣ日興証券 and ＳＭＢＣ日興ジェフリーズ証券 will be companies with a board of corporate auditors. The joint venture’s board of directors will consist of 5 members, with ＳＭＢＣ日興証券ホールディングス nominating 3 and Jefferies nominating 2. ＳＭＢＣ日興証券ホールディングス will nominate the CEO and president, and Jefferies will nominate the executive vice president. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share exchange and the establishment of ＳＭＢＣ日興ジェフリーズ証券 |
| Counterparty name | ＳＭＢＣ日興証券ホールディングス設立準備株式会社, Jefferies Financial Group Inc. |
| Name of the Subject Company | SMBC Nikko Securities Inc. |
| Business Description of the Subject Company | The company’s principal business is financial instruments business, including Type I Financial Instruments Business, Type II Financial Instruments Business, securities management services, investment advisory and agency services, and investment management business. |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥135.0 billion |
| Date of Establishment of the Subject Company | 15 June 2009 |
| Net Sales of the Subject Company | ¥551,827 million (fiscal year ended March 2026, operating revenue) |
| Operating Profit of the Subject Company | ¥75,536 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥88,933 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,225,779 million (fiscal year ended March 2026) |
| Type of Consideration | Shares (this share exchange) |
| Voting rights ownership percentage | Before The Company: 100% → after ＳＭＢＣ日興証券ホールディングス: 100% (indirectly 100% owned by the Company) |
| Impact on Business Performance | The impact on SMBC Group’s consolidated results is expected to be immaterial. |
| Execution Date / Effective Date | 1 October 2026 (予定, effective date of this share exchange) / January 2027 (予定, commencement of operations of ＳＭＢＣ日興ジェフリーズ証券) |
| Conditions Precedent to Execution | This share exchange is subject to obtaining the necessary regulatory approvals and other permissions. ＳＭＢＣ日興ジェフリーズ証券 is subject to obtaining approval from the relevant authorities and completing other necessary procedures. |
| Management structure after acquisition | Subject to the share exchange taking effect, the company being established plans to change its corporate name to ＳＭＢＣ日興証券ホールディングス株式会社. ＳＭＢＣ日興証券ホールディングス will be a company with an audit and supervisory committee, while ＳＭＢＣ日興証券 and ＳＭＢＣ日興ジェフリーズ証券 will be companies with a board of corporate auditors. The joint venture’s board of directors will consist of 5 members, with ＳＭＢＣ日興証券ホールディングス nominating 3 and Jefferies nominating 2. ＳＭＢＣ日興証券ホールディングス will nominate the CEO and president, and Jefferies will nominate the executive vice president. Employee treatment: Not disclosed |
Items this document does not state (15)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial 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 formulate and implement an integrated business model for SMBC日興証券 and the joint venture and to establish governance aligned with the Group’s strategy. Through integration with Jefferies, the parties aim to expand order flow, deepen analytical capabilities, and strengthen ECM services and underwriting and distribution capabilities.
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