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M&A and Subsidiary Changes8334The Gunma Bank,Ltd.Banks

Final agreement on the business integration through a share exchange between The Gunma Bank,Ltd. and Daishi Hokuetsu Financial Group,Inc.

The Gunma Bank,Ltd. and Daishi Hokuetsu Financial Group,Inc. entered into a share exchange agreement and reached a final agreement on a business integration under which Daishi Hokuetsu Financial Group,Inc. will become the integrated holding company. The Gunma Bank,Ltd. will become a wholly owned subsidiary of the integrated holding company and is scheduled to be delisted on 30 March 2027.

Worth reading
75Important
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
425812953
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyName of counterparty
Disclosing companyThe Gunma Bank,Ltd.
Name of target companySubject of this transactionNumber of shares acquired Number of shares acquired
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Banking

Location Maebashi, Gunma PrefectureShare capital Capitalization of target companyDate of incorporation Date of establishment of target company
Net SalesRevenue of target company
Net income for the current fiscal yearNet income of target company
Net assetsNet assets of target company
Consideration and expenses
Type of ConsiderationType of consideration
Merger ratio/share exchange ratioMerger ratio/share exchange ratio
Goodwill amountAmount of goodwill
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Valuation methodologyValuation methods
Independent valuation institutionNomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Special CommitteeSpecial committee
Conditions Precedent to ExecutionConditions precedent to closing
Management structure after acquisitionManagement structure following the transaction
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameName of counterparty
Name of the Subject CompanyName of target company
Business Description of the Subject CompanyBanking
Location of the Subject CompanyMaebashi, Gunma Prefecture
Capital Stock of the Subject CompanyCapitalization of target company
Date of Establishment of the Subject CompanyDate of establishment of target company
Net Sales of the Subject CompanyRevenue of target company
Net Income of the Subject CompanyNet income of target company
Net Assets of the Subject CompanyNet assets of target company
Type of ConsiderationType of consideration
Merger ratio/share exchange ratioMerger ratio/share exchange ratio
Number of shares acquiredNumber of shares acquired
Goodwill amountAmount of goodwill
Impact on Business PerformanceImpact on financial results
Date of board resolution26 March 2026
Contract Date26 March 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Valuation methodologyValuation methods
Independent valuation institutionNomura Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Special CommitteeSpecial committee
Conditions Precedent to ExecutionConditions precedent to closing
Management structure after acquisitionManagement structure following the transaction
Items this document does not state (9)
Operating 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 mutually leverage the two companies’ customer bases, regional information and networks, and know-how, while strengthening consulting capabilities, investing and improving efficiency through economies of scale, and making effective use of management resources.

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Final agreement on the business integration through a share exchange between The Gunma Bank,Ltd. and Daishi Hokuetsu Financial Group,Inc. | The Gunma Bank,Ltd. (8334) timely disclosure | Komori