Worth reading
61In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
221138
¥100 millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Business integration (share exchange method)Counterparty (target company)The Bank of Nagoya,Ltd.
Disclosing companyThe Bank of Nagoya,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Banking
Location Naka-ku, Nagoya, Aichi PrefectureShare capital ¥25,090 millionDate of incorporation 24 February 1949
Net SalesOrdinary revenue (consolidated): ¥102,788 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet income attributable to owners of the parent (consolidated): ¥14,730 million (fiscal year ended March 2025)
Net assets¥310,800 million (as of 31 December 2025)
Consideration and expenses
Type of ConsiderationShares (shares of Shizuoka Financial Group,Inc. will be delivered to shareholders of The Bank of Nagoya,Ltd.; the allocation details and share exchange ratio have not been determined)
Merger ratio/share exchange ratioThe share exchange ratio has not been determined. Shizuoka Financial Group,Inc. is expected to become the wholly owning parent company and The Bank of Nagoya,Ltd. the wholly owned subsidiary.
Impact on Business Performance
The business integration is currently expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2026. If an event occurs that requires a revision to the earnings forecast, it will be disclosed promptly.
Procedures and assumptions
Valuation methodologyTo be determined based on the results of due diligence and the share valuation conducted by an independent valuation institution, among other factors.
Conditions Precedent to ExecutionApproval at the necessary shareholders' meetings and regulatory approvals from the relevant authorities, among other conditions. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its effectiveness.
Management structure after acquisitionUnder the new FG holding company, the group will operate under a two-bank structure comprising Shizuoka Bank and The Bank of Nagoya,Ltd., with an emphasis on independence and collaboration based on a spirit of equality. The group will create an environment in which officers and employees can demonstrate their abilities by expanding career development opportunities and strengthening support systems for growth.
| Item | Details |
|---|---|
| Transaction name | Business integration (share exchange method) |
| Counterparty name | The Bank of Nagoya,Ltd. |
| Name of the Subject Company | The Bank of Nagoya,Ltd. |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Naka-ku, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥25,090 million |
| Date of Establishment of the Subject Company | 24 February 1949 |
| Net Sales of the Subject Company | Ordinary revenue (consolidated): ¥102,788 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | Net income attributable to owners of the parent (consolidated): ¥14,730 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥310,800 million (as of 31 December 2025) |
| Type of Consideration | Shares (shares of Shizuoka Financial Group,Inc. will be delivered to shareholders of The Bank of Nagoya,Ltd.; the allocation details and share exchange ratio have not been determined) |
| Merger ratio/share exchange ratio | The share exchange ratio has not been determined. Shizuoka Financial Group,Inc. is expected to become the wholly owning parent company and The Bank of Nagoya,Ltd. the wholly owned subsidiary. |
| Voting rights ownership percentage | After Wholly owned subsidiary (the percentage of voting rights held has not been disclosed) (before not disclosed) |
| Impact on Business Performance | The business integration is currently expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2026. If an event occurs that requires a revision to the earnings forecast, it will be disclosed promptly. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 27 March 2026 |
| Execution Date / Effective Date | 1 April 2028 (予定) |
| Valuation methodology | To be determined based on the results of due diligence and the share valuation conducted by an independent valuation institution, among other factors. |
| Conditions Precedent to Execution | Approval at the necessary shareholders' meetings and regulatory approvals from the relevant authorities, among other conditions. This includes the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission and its effectiveness. |
| Management structure after acquisition | Under the new FG holding company, the group will operate under a two-bank structure comprising Shizuoka Bank and The Bank of Nagoya,Ltd., with an emphasis on independence and collaboration based on a spirit of equality. The group will create an environment in which officers and employees can demonstrate their abilities by expanding career development opportunities and strengthening support systems for growth. |
Items this document does not state (12)
Operating 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 two companies aim to combine their operating and customer bases centered on Shizuoka and Aichi prefectures, as well as their solution capabilities, to strengthen regional financial capabilities through broader-area collaboration, expand their operating and customer bases, improve operating efficiency, and enhance corporate value.
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