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M&A and Subsidiary Changes8601Daiwa Securities Group Inc.Financials (excluding banks)

Making ORIX Bank Corporation a Subsidiary

大和ネクスト銀行 has decided to acquire all issued shares of オリックス銀行, making it a wholly owned subsidiary. The two banks are planned to merge in the future.

Worth reading
58In 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
3700
¥ hundred million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of a subsidiary
CounterpartyORIX CORPORATION
Disclosing companyDaiwa Securities Group Inc.
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 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 (the final acquisition price will be determined following price adjustments and other procedures stipulated in the share transfer agreement)
Impact on Business Performance

The impact of this acquisition of a subsidiary on the consolidated results of the Daiwa Securities Group is currently under review. If it is determined that the transaction will have a material impact, timely disclosure will be made.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the prior notification required under Article 10, Paragraph 2 of the Antimonopoly Act, expiration of the waiting period, absence of a cease-and-desist order or other such order, and receipt of approvals and licenses from the relevant authorities. This includes obtaining 大和ネクスト銀行's approval under the Banking Act to acquire a bank subsidiary and approval as a major shareholder of a bank.
Management structure after acquisitionA merger between 大和ネクスト銀行 and オリックス銀行 is planned in the future. The company name, representative, and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of a subsidiary
Counterparty nameORIX CORPORATION
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 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 (the final acquisition price will be determined following price adjustments and other procedures stipulated in the share transfer agreement)
Number of shares acquired1,200,000 shares (number of voting rights: 1,200,000)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this acquisition of a subsidiary on the consolidated results of the Daiwa Securities Group is currently under review. If it is determined that the transaction will have a material impact, timely disclosure will be made.
Contract Date27 April 2026
Execution Date / Effective DateScheduled by October 2026 (share transfer date)
Conditions Precedent to ExecutionCompletion of the prior notification required under Article 10, Paragraph 2 of the Antimonopoly Act, expiration of the waiting period, absence of a cease-and-desist order or other such order, and receipt of approvals and licenses from the relevant authorities. This includes obtaining 大和ネクスト銀行's approval under the Banking Act to acquire a bank subsidiary and approval as a major shareholder of a bank.
Management structure after acquisitionA merger between 大和ネクスト銀行 and オリックス銀行 is planned in the future. The company name, representative, and treatment of employees are not disclosed.
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyExpenses 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)Date of board resolutionValuation 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.

The aim is to combine 大和ネクスト銀行's ability to attract deposits with オリックス銀行's lending and trust functions and specialized personnel, thereby enhancing total asset consulting capabilities, the deposit and lending businesses, and earnings from asset management-related operations.

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Making ORIX Bank Corporation a Subsidiary | Daiwa Securities Group Inc. (8601) timely disclosure | Komori