Worth reading
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Avoiding a definitive answer
How definitive the wording is.This transaction
This business integration (this share exchange)CounterpartySenshu Ikeda Holdings,Inc.
Disclosing companyTHE SHIGA BANK,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Banking
Location Otsu, Shiga PrefectureShare capital ¥33 billionDate of incorporation 1 October 1933
Net income for the current fiscal year¥21,293 million (fiscal year ending March 2026, net income attributable to owners of the parent)
Net assets¥509,025 million (fiscal year ending March 2026, consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (shares of Senshu Ikeda Holdings, Inc. after its corporate name change, to be delivered to shareholders of The Shiga Bank, Ltd.)
Merger ratio/share exchange ratioUndecided. The integrated holding company (Senshu Ikeda Holdings, Inc. after its corporate name change) is expected to become the wholly owning parent company, with The Shiga Bank, Ltd. becoming its wholly owned subsidiary.
Impact on Business Performance
The impact of this business integration on the companies’ consolidated results for the fiscal year ending March 2027 is currently expected to be minor. The specific details of the synergies and their impact on results will be examined through future due diligence and integration preparations, and will be disclosed promptly if matters requiring disclosure arise.
Procedures and assumptions
Valuation methodologyTo be determined based on the results of due diligence and the results of calculations of the share exchange ratio by independent valuation firms to be appointed separately by the two companies, among other factors.
Conditions Precedent to ExecutionApproval of the necessary matters at shareholder meetings of both companies and obtaining permits, approvals and other authorisations from the relevant authorities. This includes the filing of Form F-4 with the SEC and its effectiveness, approvals and notifications under the Banking Act and other laws, procedures under the Antimonopoly Act and other competition laws, and procedures under the Financial Instruments and Exchange Act and other laws.
Management structure after acquisitionSenshu Ikeda Holdings, Inc.’s corporate name is expected to be changed, and the company will become an integrated holding company. The corporate name, head office location, representative, officer composition, corporate governance structure and organisational structure of the integrated holding company will be determined in due course. The Shiga Bank, Ltd. and Senshu Ikeda Bank are expected to remain in existence after the integration, with no changes to their corporate names or head office locations, and The Shiga Bank, Ltd. is expected to become a wholly owned subsidiary of the integrated holding company.
| Item | Details |
|---|---|
| Transaction name | This business integration (this share exchange) |
| Counterparty name | Senshu Ikeda Holdings,Inc. |
| Name of the Subject Company | THE SHIGA BANK,LTD. |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Otsu, Shiga Prefecture |
| Capital Stock of the Subject Company | ¥33 billion |
| Date of Establishment of the Subject Company | 1 October 1933 |
| Net Income of the Subject Company | ¥21,293 million (fiscal year ending March 2026, net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥509,025 million (fiscal year ending March 2026, consolidated net assets) |
| Type of Consideration | Shares (shares of Senshu Ikeda Holdings, Inc. after its corporate name change, to be delivered to shareholders of The Shiga Bank, Ltd.) |
| Merger ratio/share exchange ratio | Undecided. The integrated holding company (Senshu Ikeda Holdings, Inc. after its corporate name change) is expected to become the wholly owning parent company, with The Shiga Bank, Ltd. becoming its wholly owned subsidiary. |
| Voting rights ownership percentage | After 100% (予定) (before not disclosed) |
| Impact on Business Performance | The impact of this business integration on the companies’ consolidated results for the fiscal year ending March 2027 is currently expected to be minor. The specific details of the synergies and their impact on results will be examined through future due diligence and integration preparations, and will be disclosed promptly if matters requiring disclosure arise. |
| Date of board resolution | 29 October 2026 |
| Contract Date | 29 October 2026 (this basic agreement) |
| Execution Date / Effective Date | 1 April 2028 (planned) |
| Valuation methodology | To be determined based on the results of due diligence and the results of calculations of the share exchange ratio by independent valuation firms to be appointed separately by the two companies, among other factors. |
| Conditions Precedent to Execution | Approval of the necessary matters at shareholder meetings of both companies and obtaining permits, approvals and other authorisations from the relevant authorities. This includes the filing of Form F-4 with the SEC and its effectiveness, approvals and notifications under the Banking Act and other laws, procedures under the Antimonopoly Act and other competition laws, and procedures under the Financial Instruments and Exchange Act and other laws. |
| Management structure after acquisition | Senshu Ikeda Holdings, Inc.’s corporate name is expected to be changed, and the company will become an integrated holding company. The corporate name, head office location, representative, officer composition, corporate governance structure and organisational structure of the integrated holding company will be determined in due course. The Shiga Bank, Ltd. and Senshu Ikeda Bank are expected to remain in existence after the integration, with no changes to their corporate names or head office locations, and The Shiga Bank, Ltd. is expected to become a wholly owned subsidiary of the integrated holding company. |
Items this document does not state (13)
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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.The companies determined that mutually leveraging their branch networks, customer bases, human resources and brands would enhance the value they provide to the region and customers, their earnings power and their management foundations as a regional financial group with broad coverage across the Kansai region. They also determined that allocating management resources and making growth investments jointly over the medium to long term would lead to sustainable growth for both groups.
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