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How definitive the wording is.This transaction
The MergerCounterpartySBI Shinsei Trust & Banking Co., Ltd., SBI Clearing Trust Co., Ltd.
Disclosing companySBI Holdings,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Trust business
Location Minato-ku, TokyoShare capital ¥300 millionDate of incorporation 14 July 2014
Consideration and expenses
Type of ConsiderationShares (13,000 common shares of SBI Shinsei Trust & Banking Co., Ltd. to be issued)
Procedures and assumptions
Conditions Precedent to ExecutionReceipt of the necessary approvals from the Financial Services Agency and the Kanto Local Finance Bureau
Management structure after acquisitionThere will be no changes to the surviving company's name, location, titles and names of its representative officers, business activities, or fiscal year-end. The surviving company's shareholder ownership ratios will remain unchanged at SBI Shinsei Bank, Ltd. 51% and SBI Holdings, Inc. 49%, and capital after the merger is expected to be ¥5.3 billion. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | The Merger |
| Counterparty name | SBI Shinsei Trust & Banking Co., Ltd., SBI Clearing Trust Co., Ltd. |
| Name of the Subject Company | SBI Clearing Trust Co., Ltd. (absorbed company) |
| Business Description of the Subject Company | Trust business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥300 million |
| Date of Establishment of the Subject Company | 14 July 2014 |
| Type of Consideration | Shares (13,000 common shares of SBI Shinsei Trust & Banking Co., Ltd. to be issued) |
| Voting rights ownership percentage | Before SBI Shinsei Bank, Limited 51% / SBI Holdings, Inc. 49% → after SBI Shinsei Bank, Limited 51% / SBI Holdings, Inc. 49% |
| Date of board resolution | 29 October 2026 |
| Contract Date | 29 October 2026 |
| Execution Date / Effective Date | 31 December 2026 (scheduled) |
| Conditions Precedent to Execution | Receipt of the necessary approvals from the Financial Services Agency and the Kanto Local Finance Bureau |
| Management structure after acquisition | There will be no changes to the surviving company's name, location, titles and names of its representative officers, business activities, or fiscal year-end. The surviving company's shareholder ownership ratios will remain unchanged at SBI Shinsei Bank, Ltd. 51% and SBI Holdings, Inc. 49%, and capital after the merger is expected to be ¥5.3 billion. Employee treatment: Not disclosed |
Items this document does not state (18)
Net 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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation 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.To accelerate initiatives in on-chain finance, the company will leverage and consolidate the SBI Group's expertise and know-how in trust and custody operations and strengthen SBI Shinsei Trust & Banking Co., Ltd. as the core entity in the digital finance sector.
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