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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社荘内銀行, 株式会社北都銀行
Disclosing companyFIDEA Holdings Co.Ltd.
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.White points represent dates designated as scheduled dates in the document.
Target company
Banking, Banking
Location Yamagata City, Yamagata Prefecture, Akita, Akita PrefectureShare capital ¥8.5 billion, ¥12.5 billionDate of incorporation 1 December 1878, 3 May 1895
Net Salesnot disclosed (ordinary income: 荘内銀行 ¥28.520 billion; 北都銀行 ¥22.541 billion; fiscal year ending March 2026)
Operating profitnot disclosed (ordinary profit: 荘内銀行 ¥3.982 billion; 北都銀行 ¥714 million; fiscal year ending March 2026)
Net income for the current fiscal year荘内銀行 ¥2.958 billion; 北都銀行 ¥512 million (fiscal year ending March 2026)
Net assets荘内銀行 ¥59.1 billion; 北都銀行 ¥28.9 billion (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares or other cash consideration will be delivered as consideration for the merger)
Type of ConsiderationFree of charge (no shares or other cash consideration will be delivered)
Merger ratio/share exchange rationot disclosed (no merger ratio provided)
Funding arrangementsnot disclosed (no consideration will be delivered)
Impact on Business Performance
This matter will have no impact on the Company's earnings forecast for the fiscal year ending March 2027 announced by the Company.
Procedures and assumptions
Conditions Precedent to ExecutionObtaining approvals and permits from the relevant authorities and other conditions
Management structure after acquisitionThe surviving company will be 荘内銀行. Its corporate name will be changed to 株式会社フィデア銀行, its head office will be located at 1-4-21 Honcho, Yamagata City, Yamagata Prefecture, and its representatives will be Sato Kei (佐藤敬), Representative Director and President, and Yamashina Hiroyuki (山科宏幸), Representative Director and Senior Managing Executive Officer. Its business will be banking. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社荘内銀行, 株式会社北都銀行 |
| Name of the Subject Company | 株式会社荘内銀行, 株式会社北都銀行 |
| Business Description of the Subject Company | Banking, Banking |
| Location of the Subject Company | Yamagata City, Yamagata Prefecture, Akita, Akita Prefecture |
| Capital Stock of the Subject Company | ¥8.5 billion, ¥12.5 billion |
| Date of Establishment of the Subject Company | 1 December 1878, 3 May 1895 |
| Net Sales of the Subject Company | not disclosed (ordinary income: 荘内銀行 ¥28.520 billion; 北都銀行 ¥22.541 billion; fiscal year ending March 2026) |
| Operating Profit of the Subject Company | not disclosed (ordinary profit: 荘内銀行 ¥3.982 billion; 北都銀行 ¥714 million; fiscal year ending March 2026) |
| Net Income of the Subject Company | 荘内銀行 ¥2.958 billion; 北都銀行 ¥512 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | 荘内銀行 ¥59.1 billion; 北都銀行 ¥28.9 billion (fiscal year ending March 2026) |
| Acquisition price | Not applicable (no shares or other cash consideration will be delivered as consideration for the merger) |
| Type of Consideration | Free of charge (no shares or other cash consideration will be delivered) |
| Merger ratio/share exchange ratio | not disclosed (no merger ratio provided) |
| Number of shares acquired | not disclosed (no number of shares acquired in connection with the merger provided) |
| Voting rights ownership percentage | Before 100% (both banks) → after 100% (the surviving company after the merger) |
| Funding arrangements | not disclosed (no consideration will be delivered) |
| Impact on Business Performance | This matter will have no impact on the Company's earnings forecast for the fiscal year ending March 2027 announced by the Company. |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (予定) |
| Conditions Precedent to Execution | Obtaining approvals and permits from the relevant authorities and other conditions |
| Management structure after acquisition | The surviving company will be 荘内銀行. Its corporate name will be changed to 株式会社フィデア銀行, its head office will be located at 1-4-21 Honcho, Yamagata City, Yamagata Prefecture, and its representatives will be Sato Kei (佐藤敬), Representative Director and President, and Yamashina Hiroyuki (山科宏幸), Representative Director and Senior Managing Executive Officer. Its business will be banking. Employee treatment: not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 merger will expand the banks' scale and strengthen their operating base, enabling them to reinforce support for businesses and regional revitalization initiatives as a broad-area regional bank operating across Yamagata and Akita prefectures, thereby contributing to industrial development and regional revitalization in both prefectures.
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