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M&A and Subsidiary Changes8591ORIX CORPORATIONFinancials (excluding banks)

Notice Regarding the Change in Consolidated Subsidiary ORIX Bank (Share Transfer)

ORIX will transfer all shares of its consolidated subsidiary, ORIX Bank Corporation, to Daiwa Next Bank, Ltd., thereby removing ORIX Bank from the consolidated group. The initial transfer price is ¥370 billion, and ORIX expects to record a gain on sale of approximately ¥124.2 billion in the fiscal year ending March 2027.

Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3700
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyDaiwa Next Bank, Ltd.
Disclosing companyORIX CORPORATION
ORIX Bank CorporationVoting rights ownership percentageNumber of shares acquired 1,200,000 shares (number of voting rights: 1,200,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Banking

Location Minato-ku, TokyoShare capital ¥45 billionDate of incorporation 23 August 1993
Net Sales¥70.356 billion (fiscal year ended March 2025; ordinary income)
Operating profit¥29.928 billion (fiscal year ended March 2025; ordinary profit)
Net income for the current fiscal year¥20.893 billion (fiscal year ended March 2025)
Net assets¥270.399 billion (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥370 billion (initial price; the final transfer price will be determined after price adjustments and other procedures)
Type of ConsiderationCash
Amount of extraordinary income (loss)Gain on sale of approximately ¥124.2 billion (profit before income taxes), expected to be recorded in the consolidated financial results for the fiscal year ending March 2027
Impact on Business Performance

ORIX expects to record a gain on sale of approximately ¥124.2 billion (profit before income taxes) in its consolidated financial results for the fiscal year ending March 2027

This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameDaiwa Next Bank, Ltd.
Name of the Subject CompanyORIX Bank Corporation
Business Description of the Subject CompanyBanking
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥45 billion
Date of Establishment of the Subject Company23 August 1993
Net Sales of the Subject Company¥70.356 billion (fiscal year ended March 2025; ordinary income)
Operating Profit of the Subject Company¥29.928 billion (fiscal year ended March 2025; ordinary profit)
Net Income of the Subject Company¥20.893 billion (fiscal year ended March 2025)
Net Assets of the Subject Company¥270.399 billion (fiscal year ended March 2025)
Acquisition price¥370 billion (initial price; the final transfer price will be determined after price adjustments and other procedures)
Type of ConsiderationCash
Number of shares acquired1,200,000 shares (number of voting rights: 1,200,000)
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)Gain on sale of approximately ¥124.2 billion (profit before income taxes), expected to be recorded in the consolidated financial results for the fiscal year ending March 2027
Impact on Business PerformanceORIX expects to record a gain on sale of approximately ¥124.2 billion (profit before income taxes) in its consolidated financial results for the fiscal year ending March 2027
Contract Date27 April 2026
Execution Date / Effective DateScheduled by October 2026
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Competition in the banking industry has intensified as a result of rising interest rates and digitalization. To achieve ROE of 15% and net income of ¥1 trillion, ORIX is working to improve capital efficiency by expanding its asset management business. ORIX determined that Daiwa Securities Group is the optimal partner for sustainably increasing corporate value, given the strong fit between ORIX Bank and Daiwa Securities Group's financial platform, capital base and customer base.

How to read this page

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Notice Regarding the Change in Consolidated Subsidiary ORIX Bank (Share Transfer) | ORIX CORPORATION (8591) timely disclosure | Komori