Worth reading
81Important
Scored from 1 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share exchangeCounterpartyName of target company, Name of counterparty
Disclosing companyThe Gunma Bank,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the share exchange agreement at the extraordinary general meetings of shareholders of both companies scheduled for 23 December 2026, and receipt of the required licences and approvals from the relevant authorities, among other conditions.
Management structure after acquisitionThe corporate name of the holding company following the management integration is scheduled to be changed to 「株式会社群馬新潟フィナンシャルグループ」. Fuyakuri Michiro (殖栗 道郎) is scheduled to become Representative Director and Chairman, and Fukai Akihiko (深井 彰彦) is scheduled to become Representative Director, President and Group CEO. The other director candidates are also listed. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share exchange |
| Counterparty name | Name of target company, Name of counterparty |
| Name of the Subject Company | Name of target company |
| Type of Consideration | Shares |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | Approval of the share exchange agreement at the extraordinary general meetings of shareholders of both companies scheduled for 23 December 2026, and receipt of the required licences and approvals from the relevant authorities, among other conditions. |
| Management structure after acquisition | The corporate name of the holding company following the management integration is scheduled to be changed to 「株式会社群馬新潟フィナンシャルグループ」. Fuyakuri Michiro (殖栗 道郎) is scheduled to become Representative Director and Chairman, and Fukai Akihiko (深井 彰彦) is scheduled to become Representative Director, President and Group CEO. The other director candidates are also listed. Employee treatment: Not disclosed |
Items this document does not state (24)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract 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.This involves changes to the representative directors in connection with the management integration. The provisional director appointments and changes to the representative directors are subject to the share exchange taking effect, approval of the share exchange agreement at an extraordinary general meeting of shareholders, and the required licences and approvals from the relevant authorities.
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