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M&A and Subsidiary Changes8544The Keiyo Bank,Ltd.Banks

Notice Regarding the Acquisition of Additional Shares in a Consolidated Subsidiary to Make It a Wholly Owned Subsidiary

京葉銀行 will acquire the remaining shares of its consolidated subsidiaries, 株式会社京葉銀カード and 株式会社京葉銀保証サービス, from their shareholders, making both companies wholly owned subsidiaries. The voting ownership percentages are expected to increase from 5.26% to 100.00% for 株式会社京葉銀カード and from 5.00% to 100.00% for 株式会社京葉銀保証サービス.

Worth reading
54Recurring
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
100
% (voting rights ownership ratio after the change)
Wording
Conditional
How definitive the wording is.

This transaction

Conversion of consolidated subsidiaries into wholly owned subsidiaries through the additional acquisition of their shares
Counterparty株式会社富士見地所, 株式会社京葉銀保証サービス, 株式会社京葉銀カード
Disclosing companyThe Keiyo Bank,Ltd.
株式会社京葉銀カード, 株式会社京葉銀保証サービスSubject of this transactionNumber of shares acquired 株式会社京葉銀カード 900 shares (900 voting rights) / 株式会社京葉銀保証サービス 570 shares (570 voting rights)Voting rights ownership percentage 株式会社京葉銀カード 5.26% → 100.00% / 株式会社京葉銀保証サービス 5.00% → 100.00%
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

Credit card business, Credit guarantee and collateral appraisal business

Location Chuo-ku, Chiba, Chiba Prefecture, Chuo-ku, Chiba, Chiba PrefectureShare capital ¥50 million, ¥30 millionDate of incorporation 13 January 1989, 16 March 1998
Net Sales¥839 million (fiscal year ending March 2026), ¥379 million (fiscal year ending March 2026)
Operating profit¥23 million (fiscal year ending March 2026), ¥169 million (fiscal year ending March 2026)
Net income for the current fiscal year¥46 million (fiscal year ending March 2026), ¥124 million (fiscal year ending March 2026)
Net assets¥3,845 million (fiscal year ending March 2026), ¥3,251 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceThe consideration will not be disclosed in accordance with the counterparty’s wishes and the confidentiality obligations between the parties.
Impact on Business Performance

As 株式会社京葉銀カード and 株式会社京葉銀保証サービス are already consolidated subsidiaries of 京葉銀行, the impact of this transaction on consolidated results is expected to be minor.

Procedures and assumptions
Valuation methodologyTo be determined through discussions with the counterparties to the share acquisition, based on an appraisal conducted by a third party
Management structure after acquisitionTo strengthen governance across the 京葉銀行 Group and enable the Group to operate as an integrated organization more quickly and efficiently
This transaction
ItemDetails
Transaction nameConversion of consolidated subsidiaries into wholly owned subsidiaries through the additional acquisition of their shares
Counterparty name株式会社富士見地所, 株式会社京葉銀保証サービス, 株式会社京葉銀カード
Name of the Subject Company株式会社京葉銀カード, 株式会社京葉銀保証サービス
Business Description of the Subject CompanyCredit card business, Credit guarantee and collateral appraisal business
Location of the Subject CompanyChuo-ku, Chiba, Chiba Prefecture, Chuo-ku, Chiba, Chiba Prefecture
Capital Stock of the Subject Company¥50 million, ¥30 million
Date of Establishment of the Subject Company13 January 1989, 16 March 1998
Net Sales of the Subject Company¥839 million (fiscal year ending March 2026), ¥379 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥23 million (fiscal year ending March 2026), ¥169 million (fiscal year ending March 2026)
Net Income of the Subject Company¥46 million (fiscal year ending March 2026), ¥124 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥3,845 million (fiscal year ending March 2026), ¥3,251 million (fiscal year ending March 2026)
Acquisition priceThe consideration will not be disclosed in accordance with the counterparty’s wishes and the confidentiality obligations between the parties.
Number of shares acquired株式会社京葉銀カード 900 shares (900 voting rights) / 株式会社京葉銀保証サービス 570 shares (570 voting rights)
Voting rights ownership percentage株式会社京葉銀カード 5.26% → 100.00% / 株式会社京葉銀保証サービス 5.00% → 100.00%
Impact on Business PerformanceAs 株式会社京葉銀カード and 株式会社京葉銀保証サービス are already consolidated subsidiaries of 京葉銀行, the impact of this transaction on consolidated results is expected to be minor.
Date of board resolution30 September 2026
Contract Date株式会社京葉銀カード Mid-December 2026 (予定) / 株式会社京葉銀保証サービス Mid-February 2027 (予定)
Execution Date / Effective Date株式会社京葉銀カード Early January 2027 (予定) / 株式会社京葉銀保証サービス Late February 2027 (予定)
Valuation methodologyTo be determined through discussions with the counterparties to the share acquisition, based on an appraisal conducted by a third party
Management structure after acquisitionTo strengthen governance across the 京葉銀行 Group and enable the Group to operate as an integrated organization more quickly and efficiently
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 strengthen governance across the 京葉銀行 Group and enable the Group to operate as an integrated organization more quickly and efficiently. The transaction is also intended to further enhance and improve services in the financial and non-financial sectors.

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Notice Regarding the Acquisition of Additional Shares in a Consolidated Subsidiary to Make It a Wholly Owned Subsidiary | The Keiyo Bank,Ltd. (8544) timely disclosure | Komori