Worth reading
70In 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
900
¥100 million (cumulative target for system integration benefits)Wording
Conditional
How definitive the wording is.This transaction
Transaction nameCounterparty (target company)The Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd.
Disclosing companyThe Chiba Bank,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Commercial banking operations, Commercial banking operations
Location Chuo-ku, Chiba, Chiba Prefecture, Mihama-ku, Chiba, Chiba PrefectureShare capital ¥145 billion, ¥62.1 billionDate of incorporation 31 March 1943, 18 January 1952
Net income for the current fiscal year¥74.2 billion (fiscal year ended March 2025; profit attributable to owners of the parent), ¥7.4 billion (fiscal year ended March 2025; profit attributable to owners of the parent)
Net assets¥1,145.1 billion (fiscal year ended March 2025; consolidated), ¥174.7 billion (fiscal year ended March 2025; consolidated)
Consideration and expenses
Type of ConsiderationShares. For each common share of The Chiba Bank,Ltd. and each common share of The Chiba Kogyo Bank,Ltd., 1 common share of the joint holding company will be allotted and delivered, respectively. For preferred shares, a variable share transfer ratio will be calculated by dividing ¥20,000 or ¥500,000 by the average share price of common shares of The Chiba Bank,Ltd.
Merger ratio/share exchange ratioThe ratio for common shares is The Chiba Bank,Ltd.:The Chiba Kogyo Bank,Ltd. = 1:1. The joint holding company will be the wholly owning parent company resulting from the share transfer, and both banks will be wholly owned subsidiaries resulting from the share transfer.
Goodwill amountUndetermined at this stage. The amortisation period is Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The joint holding company’s earnings outlook and other matters will be prepared going forward and disclosed once finalised.
Procedures and assumptions
Valuation methodologyMarket price analysis / market price method, comparable company analysis / comparable company method, and dividend discount model analysis (DDM analysis / DDM method)
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd.
Special CommitteeNo special committee was established. As there is no particular conflict of interest between the two banks, no special measures were taken.
Conditions Precedent to ExecutionObtaining the necessary approvals at the general meetings of shareholders of both banks and at the class meeting of common shareholders of The Chiba Kogyo Bank,Ltd.; obtaining permits, approvals and other authorisations from the relevant authorities; and the joint share transfer not having been cancelled.
Management structure after acquisitionThe corporate name will be Chiba Financial Group Co., Ltd. The representative director and president is予定 to be Yonemoto Tsutomu (米本 努), and the representative director and executive vice president is予定 to be Umeda Hitoshi (梅田 仁司). There are予定 to be 10 directors at the time of establishment, including 5 outside directors. The two banks’ brands will be maintained, and while each bank’s own human resources strategy will continue, the group will progressively strengthen group-wide human capital management.
| Item | Details |
|---|---|
| Transaction name | Transaction name |
| Counterparty name | The Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd. |
| Name of the Subject Company | The Chiba Bank,Ltd., The Chiba Kogyo Bank,Ltd. |
| Business Description of the Subject Company | Commercial banking operations, Commercial banking operations |
| Location of the Subject Company | Chuo-ku, Chiba, Chiba Prefecture, Mihama-ku, Chiba, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥145 billion, ¥62.1 billion |
| Date of Establishment of the Subject Company | 31 March 1943, 18 January 1952 |
| Net Income of the Subject Company | ¥74.2 billion (fiscal year ended March 2025; profit attributable to owners of the parent), ¥7.4 billion (fiscal year ended March 2025; profit attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,145.1 billion (fiscal year ended March 2025; consolidated), ¥174.7 billion (fiscal year ended March 2025; consolidated) |
| Type of Consideration | Shares. For each common share of The Chiba Bank,Ltd. and each common share of The Chiba Kogyo Bank,Ltd., 1 common share of the joint holding company will be allotted and delivered, respectively. For preferred shares, a variable share transfer ratio will be calculated by dividing ¥20,000 or ¥500,000 by the average share price of common shares of The Chiba Bank,Ltd. |
| Merger ratio/share exchange ratio | The ratio for common shares is The Chiba Bank,Ltd.:The Chiba Kogyo Bank,Ltd. = 1:1. The joint holding company will be the wholly owning parent company resulting from the share transfer, and both banks will be wholly owned subsidiaries resulting from the share transfer. |
| Number of shares acquired | 867,743,132 common shares (予定). The number of voting rights is Not disclosed. |
| Goodwill amount | Undetermined at this stage. The amortisation period is Not disclosed. |
| Impact on Business Performance | The joint holding company’s earnings outlook and other matters will be prepared going forward and disclosed once finalised. |
| Date of board resolution | 25 March 2026 |
| Contract Date | 25 March 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Valuation methodology | Market price analysis / market price method, comparable company analysis / comparable company method, and dividend discount model analysis (DDM analysis / DDM method) |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mizuho Securities Co., Ltd. |
| Special Committee | No special committee was established. As there is no particular conflict of interest between the two banks, no special measures were taken. |
| Conditions Precedent to Execution | Obtaining the necessary approvals at the general meetings of shareholders of both banks and at the class meeting of common shareholders of The Chiba Kogyo Bank,Ltd.; obtaining permits, approvals and other authorisations from the relevant authorities; and the joint share transfer not having been cancelled. |
| Management structure after acquisition | The corporate name will be Chiba Financial Group Co., Ltd. The representative director and president is予定 to be Yonemoto Tsutomu (米本 努), and the representative director and executive vice president is予定 to be Umeda Hitoshi (梅田 仁司). There are予定 to be 10 directors at the time of establishment, including 5 outside directors. The two banks’ brands will be maintained, and while each bank’s own human resources strategy will continue, the group will progressively strengthen group-wide human capital management. |
Items this document does not state (10)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsAmount 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.To strengthen the management foundation and achieve stronger regional financial capabilities, more sophisticated products and services, the sharing and more efficient use of management resources, and human resources development, in light of the diversification of regional issues, intensifying competition in the financial sector, advances in digital technology, and the need to secure personnel and address financial crime and cybersecurity.
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