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M&A and Subsidiary Changes8345The Bank of Iwate,Ltd.Banks

Notice Regarding the Commencement of Consideration of a Management Integration among Procrea Holdings,Inc. (株式会社青森みちのく銀行), THE AKITA BANK,LTD. and The Bank of Iwate,Ltd.

The 3 companies, Procrea Holdings,Inc. (Aomori Michinoku Bank), THE AKITA BANK,LTD. and The Bank of Iwate,Ltd., have decided to begin discussions and consideration toward business integration. No specific integration structure or terms have been announced, and the companies aim to complete the integration in April 2028.

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This transaction

This business integration
Counterparty (target company)Procrea Holdings,Inc., THE AKITA BANK,LTD., The Bank of Iwate,Ltd.
Disclosing companyThe Bank of Iwate,Ltd.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Financial holding company, Regional Financial Institutions, Regional Financial Institutions

Location Aomori, Aomori Prefecture, Akita, Akita Prefecture, Morioka, Iwate PrefectureShare capital ¥20,000 million, ¥14,100 million, ¥12,089 millionDate of incorporation 1 April 2022, 20 October 1941, 2 May 1932
Net income for the current fiscal year¥3,783 million (fiscal year ended March 2026), ¥7,692 million (fiscal year ended March 2026), ¥8,919 million (fiscal year ended March 2026)
Net assets¥162,761 million (as of 31 March 2026), ¥179,304 million (as of 31 March 2026), ¥194,750 million (as of 31 March 2026)
Impact on Business Performance

The commencement of consideration of this management integration will have no impact on the 3 companies’ consolidated results for the fiscal year ending March 2027.

Procedures and assumptions
Management structure after acquisitionThe companies will address regional issues through a new financial group. They aim to establish an operating base where diverse personnel can demonstrate their capabilities and grow by securing and developing specialized personnel and advancing investments in systems.
This transaction
ItemDetails
Transaction nameThis business integration
Counterparty nameProcrea Holdings,Inc., THE AKITA BANK,LTD., The Bank of Iwate,Ltd.
Name of the Subject CompanyProcrea Holdings,Inc., THE AKITA BANK,LTD., The Bank of Iwate,Ltd.
Business Description of the Subject CompanyFinancial holding company, Regional Financial Institutions, Regional Financial Institutions
Location of the Subject CompanyAomori, Aomori Prefecture, Akita, Akita Prefecture, Morioka, Iwate Prefecture
Capital Stock of the Subject Company¥20,000 million, ¥14,100 million, ¥12,089 million
Date of Establishment of the Subject Company1 April 2022, 20 October 1941, 2 May 1932
Net Income of the Subject Company¥3,783 million (fiscal year ended March 2026), ¥7,692 million (fiscal year ended March 2026), ¥8,919 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥162,761 million (as of 31 March 2026), ¥179,304 million (as of 31 March 2026), ¥194,750 million (as of 31 March 2026)
Impact on Business PerformanceThe commencement of consideration of this management integration will have no impact on the 3 companies’ consolidated results for the fiscal year ending March 2027.
Date of board resolution2 October 2026
Execution Date / Effective DateThe companies aim to complete the business integration in April 2028 (planned).
Management structure after acquisitionThe companies will address regional issues through a new financial group. They aim to establish an operating base where diverse personnel can demonstrate their capabilities and grow by securing and developing specialized personnel and advancing investments in systems.
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger 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)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

As the operating environment becomes more challenging due to population decline, a decrease in the number of business establishments, and the need to address areas such as AI and cybersecurity, the 3 banks aim to leverage their respective strengths and management resources synergistically, build a stronger and broader operating base, address regional issues and enhance corporate value.

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Notice Regarding the Commencement of Consideration of a Management Integration among Procrea Holdings,Inc. (株式会社青森みちのく銀行), THE AKITA BANK,LTD. and The Bank of Iwate,Ltd. | The Bank of Iwate,Ltd. (8345) timely disclosure | Komori