Issuance of Class Shares Through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Execution of a Capital and Business Alliance Agreement with Mizuho Financial Group,Inc., Change in the Company's Principal Shareholder and Largest Shareholder, and Execution of a Capital and Business Alliance Agreement with 日鉄興和不動産株式会社
Mizuho Leasing Company,Limited, Mizuho Financial Group,Inc., Marubeni Corporation, 日鉄興和不動産株式会社, and エムエル・エステート株式会社
Mizuho Financial Group,Inc. explains that it is optimizing its voting rights ratio in the Company to appropriately respond to global financial regulations, including the U.S. Bank Holding Company Act of 1956, while achieving flexibility and sustainable growth in group management, including the leasing business. The Company's objectives are to make growth investments under the Medium-Term Management Plan 2028, strengthen its financial base through capital enhancement, and secure stable risk-taking and funding capacity.
The amount of losses or expenses to be recognized in earnings is not disclosed. The total payment amount for the Class A shares is ¥46,080,000,000, the estimated net proceeds are ¥45,890,000,000, and the increase in stated capital will be ¥23,040,000,000.
The effects of this third-party capital increase and the capital and business alliance agreements with Mizuho Financial Group,Inc. and 日鉄興和不動産株式会社 have already been incorporated into the currently anticipated consolidated earnings forecast for the fiscal year ending March 2027. If it becomes necessary to revise the earnings forecast or if other matters requiring disclosure arise, the Company will make an announcement promptly.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Mizuho Financial Group,Inc.: directly held, 652,785 voting rights (65,278,500 shares, 23.12%); subject to aggregation, 13,998 voting rights (1,399,800 shares, 0.50%); total, 666,783 voting rights (66,678,300 common shares, 23.62%), ranked 1st. Marubeni Corporation: directly held, 565,333 voting rights (56,533,300 shares, 20.03%); no shares subject to aggregation; total, 565,333 voting rights (20.03%), ranked 2nd.
Mizuho Financial Group,Inc.: directly held, 407,043 voting rights (40,704,300 common shares and 32,000,000 Class A shares, 14.42%); subject to aggregation, 13,998 voting rights (1,399,800 shares, 0.50%); total, 421,041 voting rights (42,104,100 common shares and 32,000,000 Class A shares, 14.91%), ranked 2nd. Marubeni Corporation: directly held, 565,333 voting rights (56,533,300 shares, 20.03%); no shares subject to aggregation; total, 565,333 voting rights (20.03%), ranked 1st.
Related procedures
Disclosure of the acquisition of shares constituting an accumulation of shares prescribed by ordinance as an act equivalent to a tender offer
Company response
No establishment of a third-party committee or special investigation committee is stated. On 23 April 2026, the Company sought the opinions of 6 outside directors independent of Mizuho Financial Group,Inc. on whether this third-party capital increase would disadvantage minority shareholders.
The funds raised through the issuance of Class A shares will be allocated to collaborative businesses with Mizuho, the real estate business, international operations, new businesses, strengthening the management base, and enhancing shareholders' equity, thereby building a long-term and stable financial base. Specific investment projects and other matters will be disclosed in a timely manner in accordance with applicable laws and regulations. The agreements are each scheduled to take effect on 1 July 2026.
If it becomes necessary to revise the earnings forecast or if any other matter requiring disclosure arises, the Company will make an announcement promptly. Specific investment projects and other matters will be disclosed in a timely manner.
| Item | Details |
|---|---|
| Event name | Issuance of Class Shares Through a Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Execution of a Capital and Business Alliance Agreement with Mizuho Financial Group,Inc., Change in the Company's Principal Shareholder and Largest Shareholder, and Execution of a Capital and Business Alliance Agreement with 日鉄興和不動産株式会社 |
| Date of occurrence | 14 May 2026 (date of the Board of Directors' resolution; the effective date of the third-party capital increase and related matters is scheduled for 1 July 2026) |
| Date recognized / date notice received | 14 May 2026 (the date on which the Company confirmed the agreement concerning this share transfer) |
| Subject Entity | Mizuho Leasing Company,Limited, Mizuho Financial Group,Inc., Marubeni Corporation, 日鉄興和不動産株式会社, and エムエル・エステート株式会社 |
| Cause | Mizuho Financial Group,Inc. explains that it is optimizing its voting rights ratio in the Company to appropriately respond to global financial regulations, including the U.S. Bank Holding Company Act of 1956, while achieving flexibility and sustainable growth in group management, including the leasing business. The Company's objectives are to make growth investments under the Medium-Term Management Plan 2028, strengthen its financial base through capital enhancement, and secure stable risk-taking and funding capacity. |
| Amount of Impact on Business Performance | The amount of losses or expenses to be recognized in earnings is not disclosed. The total payment amount for the Class A shares is ¥46,080,000,000, the estimated net proceeds are ¥45,890,000,000, and the increase in stated capital will be ¥23,040,000,000. |
| Impact on Earnings Forecast | The effects of this third-party capital increase and the capital and business alliance agreements with Mizuho Financial Group,Inc. and 日鉄興和不動産株式会社 have already been incorporated into the currently anticipated consolidated earnings forecast for the fiscal year ending March 2027. If it becomes necessary to revise the earnings forecast or if other matters requiring disclosure arise, the Company will make an announcement promptly. |
| Type of litigation or proceeding | Disclosure of the acquisition of shares constituting an accumulation of shares prescribed by ordinance as an act equivalent to a tender offer |
| Investigation structure | No establishment of a third-party committee or special investigation committee is stated. On 23 April 2026, the Company sought the opinions of 6 outside directors independent of Mizuho Financial Group,Inc. on whether this third-party capital increase would disadvantage minority shareholders. |
| Voting rights ownership percentage before the change | Mizuho Financial Group,Inc.: directly held, 652,785 voting rights (65,278,500 shares, 23.12%); subject to aggregation, 13,998 voting rights (1,399,800 shares, 0.50%); total, 666,783 voting rights (66,678,300 common shares, 23.62%), ranked 1st. Marubeni Corporation: directly held, 565,333 voting rights (56,533,300 shares, 20.03%); no shares subject to aggregation; total, 565,333 voting rights (20.03%), ranked 2nd. |
| Voting rights ownership percentage after the change | Mizuho Financial Group,Inc.: directly held, 407,043 voting rights (40,704,300 common shares and 32,000,000 Class A shares, 14.42%); subject to aggregation, 13,998 voting rights (1,399,800 shares, 0.50%); total, 421,041 voting rights (42,104,100 common shares and 32,000,000 Class A shares, 14.91%), ranked 2nd. Marubeni Corporation: directly held, 565,333 voting rights (56,533,300 shares, 20.03%); no shares subject to aggregation; total, 565,333 voting rights (20.03%), ranked 1st. |
| Outlook | The funds raised through the issuance of Class A shares will be allocated to collaborative businesses with Mizuho, the real estate business, international operations, new businesses, strengthening the management base, and enhancing shareholders' equity, thereby building a long-term and stable financial base. Specific investment projects and other matters will be disclosed in a timely manner in accordance with applicable laws and regulations. The agreements are each scheduled to take effect on 1 July 2026. |
| Planned follow-up disclosure | If it becomes necessary to revise the earnings forecast or if any other matter requiring disclosure arises, the Company will make an announcement promptly. Specific investment projects and other matters will be disclosed in a timely manner. |
Items this document does not state (12)
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 objectives are to make growth investments and strengthen the financial base under the Medium-Term Management Plan 2028, improve risk-taking capacity and stable funding capacity, and maintain the alliance with Mizuho Financial Group,Inc. The share transfer by Mizuho Financial Group,Inc. is also intended to optimize its voting rights ratio in order to respond to global financial regulations, including the U.S. Bank Holding Company Act, while achieving flexibility and sustainable growth in group management.