Worth reading
65In focus
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
Name of transactionCounterpartySumitomo Mitsui Financial Group,Inc.
Disclosing companySumitomo Mitsui Financial Group,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
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 SalesOperating revenue: ¥551,827 million (fiscal year ending March 2026)
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. For 200,002 common shares of SMBC Nikko Securities, 1 common share of the Preparatory Company will be allotted and delivered.
Merger ratio/share exchange ratio200,002 common shares of SMBC Nikko Securities: 1 common share of the Preparatory Company. The Preparatory Company will be the wholly owning parent company in the share exchange, and SMBC Nikko Securities will be the wholly owned subsidiary in the share exchange.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholder meetings of SMBC Nikko Securities and the Preparatory Company. The shareholder meeting approval date for both companies is 30 September 2026.
Management structure after acquisitionOn the effective date, the Preparatory Company will change its corporate name to SMBC Nikko Securities Holdings Co., Ltd. The President and CEO (Representative Director) is Yoshioka Shuji (吉岡 秀二). SMBC Nikko Securities will become a wholly owned subsidiary of the Preparatory Company, which is a wholly owned subsidiary of the Company. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Sumitomo Mitsui 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 | Operating revenue: ¥551,827 million (fiscal year ending March 2026) |
| 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. For 200,002 common shares of SMBC Nikko Securities, 1 common share of the Preparatory Company will be allotted and delivered. |
| Merger ratio/share exchange ratio | 200,002 common shares of SMBC Nikko Securities: 1 common share of the Preparatory Company. The Preparatory Company will be the wholly owning parent company in the share exchange, and SMBC Nikko Securities will be the wholly owned subsidiary in the share exchange. |
| Number of shares acquired | 200,002 common shares of SMBC Nikko Securities. Number of voting rights: Not disclosed. |
| Date of board resolution | 29 September 2026 (date of decision to execute the agreement) |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the shareholder meetings of SMBC Nikko Securities and the Preparatory Company. The shareholder meeting approval date for both companies is 30 September 2026. |
| Management structure after acquisition | On the effective date, the Preparatory Company will change its corporate name to SMBC Nikko Securities Holdings Co., Ltd. The President and CEO (Representative Director) is Yoshioka Shuji (吉岡 秀二). SMBC Nikko Securities will become a wholly owned subsidiary of the Preparatory Company, which is a wholly owned subsidiary of the Company. Employee treatment: Not disclosed. |
Items this document does not state (13)
Acquisition 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)Impact on Business PerformanceValuation 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.To establish an intermediate holding company overseeing the governance of SMBC Nikko Securities and SMBC Nikko Jefferies Securities, and to operate the Japanese equities business in the wholesale division as an integrated business.
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