Worth reading
65In 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
126224
¥100 million (combined consolidated total assets of the new financial group after the business integration, simple aggregation)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartyIyogin Holdings,Inc.
Disclosing companyThe Ehime Bank,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Banking
Location Matsuyama, Ehime PrefectureShare capital ¥21,367 millionDate of incorporation 20 March 1943
Net Sales¥68,517 million (fiscal year ending March 2026, consolidated ordinary income)
Net income for the current fiscal year¥7,212 million (fiscal year ending March 2026, profit attributable to owners of the parent)
Net assets¥144,419 million (fiscal year ending March 2026, consolidated net assets)
Consideration and expenses
Acquisition priceUndecided (the share exchange ratio will be determined by the time the definitive agreement for this transaction is executed)
Type of ConsiderationShares (share exchange; share exchange ratio to be determined)
Merger ratio/share exchange ratioTo be determined. Iyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become 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 immaterial.
Procedures and assumptions
Valuation methodologyThe results of due diligence and the share exchange ratio valuation conducted by third-party valuation institutions
Independent valuation institutionIndependent third-party valuation institutions appointed separately by the two companies (names Not disclosed)
Conditions Precedent to ExecutionApproval at The Ehime Bank,Ltd.’s shareholders’ meeting and the licenses, approvals and other authorizations required from the relevant authorities for the business integration. Approval at Iyogin Holdings,Inc.’s shareholders’ meeting is expected to be unnecessary if the transaction qualifies as a simplified share exchange, but whether it is required will be confirmed by the time the definitive agreement for this transaction is executed.
Management structure after acquisitionIyogin Holdings,Inc. is scheduled to become the wholly owning parent company and The Ehime Bank,Ltd. its wholly owned subsidiary, with 伊予銀行 and The Ehime Bank,Ltd. adopting a “single platform, multi-brand” structure. The holding company’s corporate name, officer structure and organization will be determined in due course, and a proposal to change the corporate name is scheduled to be submitted to Iyogin Holdings,Inc.’s annual shareholders’ meeting scheduled for June 2027. Human resources will be assigned to and developed in priority areas such as consulting, DX and new businesses.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Iyogin Holdings,Inc. |
| Name of the Subject Company | The Ehime Bank,Ltd. |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Matsuyama, Ehime Prefecture |
| Capital Stock of the Subject Company | ¥21,367 million |
| Date of Establishment of the Subject Company | 20 March 1943 |
| Net Sales of the Subject Company | ¥68,517 million (fiscal year ending March 2026, consolidated ordinary income) |
| Net Income of the Subject Company | ¥7,212 million (fiscal year ending March 2026, profit attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥144,419 million (fiscal year ending March 2026, consolidated net assets) |
| Acquisition price | Undecided (the share exchange ratio will be determined by the time the definitive agreement for this transaction is executed) |
| Type of Consideration | Shares (share exchange; share exchange ratio to be determined) |
| Merger ratio/share exchange ratio | To be determined. Iyogin Holdings,Inc. will become the wholly owning parent company and The Ehime Bank,Ltd. will become 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 immaterial. |
| Date of board resolution | 24 July 2026 |
| Contract Date | 24 July 2026 (basic agreement) |
| Execution Date / Effective Date | 1 April 2027 (scheduled; effective date of the share exchange) |
| Valuation methodology | The results of due diligence and the share exchange ratio valuation conducted by third-party valuation institutions |
| Independent valuation institution | Independent third-party valuation institutions appointed separately by the two companies (names Not disclosed) |
| Conditions Precedent to Execution | Approval at The Ehime Bank,Ltd.’s shareholders’ meeting and the licenses, approvals and other authorizations required from the relevant authorities for the business integration. Approval at Iyogin Holdings,Inc.’s shareholders’ meeting is expected to be unnecessary if the transaction qualifies as a simplified share exchange, but whether it is required will be confirmed by the time the definitive agreement for this transaction is executed. |
| Management structure after acquisition | Iyogin Holdings,Inc. is scheduled to become the wholly owning parent company and The Ehime Bank,Ltd. its wholly owned subsidiary, with 伊予銀行 and The Ehime Bank,Ltd. adopting a “single platform, multi-brand” structure. The holding company’s corporate name, officer structure and organization will be determined in due course, and a proposal to change the corporate name is scheduled to be submitted to Iyogin Holdings,Inc.’s annual shareholders’ meeting scheduled for June 2027. Human resources will be assigned to and developed in priority areas such as consulting, DX and new businesses. |
Items this document does not state (11)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 respond to the decline in population and the number of business establishments and changes in the competitive environment, strengthen both companies’ management foundations, enhance their financial intermediation functions and establish a sustainable business model. The companies aim to contribute to the development of the regional economy and maximize corporate value by combining their expertise, customer bases, systems and human resources.
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