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Avoiding a definitive answer
How definitive the wording is.This transaction
This business integrationCounterpartyTHE SHIGA BANK,LTD., Senshu Ikeda Holdings,Inc.
Disclosing companySenshu Ikeda Holdings,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Banking
Location Otsu, Shiga PrefectureShare capital ¥33 billionDate of incorporation 1 October 1933
Net Sales¥159,056 million (fiscal year ending March 2026, consolidated ordinary revenue)
Net income for the current fiscal year¥21,293 million (fiscal year ending March 2026, net income attributable to owners of the parent)
Net assets¥509,025 million (fiscal year ending March 2026, consolidated net assets)
Consideration and expenses
Type of ConsiderationShares (shares in Senshu Ikeda Holdings,Inc. after the change of trade name will be issued to shareholders of THE SHIGA BANK,LTD.)
Merger ratio/share exchange ratioUndecided. To be determined and announced by the time the definitive agreement for this transaction is executed, based on the results of future due diligence and valuation by a third-party valuation institution. The complete parent company is expected to be the integrated holding company using Senshu Ikeda Holdings,Inc. after its change of trade name.
Impact on Business Performance
The impact of this business integration on the consolidated financial results of both companies for the fiscal year ending March 2027 is currently expected to be limited. The specific details of the synergies and their impact on financial results will be announced promptly if matters requiring disclosure arise, based on consideration during future due diligence and integration preparations.
Procedures and assumptions
Valuation methodologyCalculation of the share exchange ratio by a third-party valuation institution (specific valuation method: Not disclosed)
Conditions Precedent to ExecutionApproval of the necessary matters at the general meetings of shareholders of both companies and receipt of approvals and permits from the relevant authorities. This includes the filing and effectiveness of Form F-4 with the SEC, approvals and notifications required under the Banking Act and other relevant laws and regulations, procedures under the Antimonopoly Act and other competition laws, and procedures under the Financial Instruments and Exchange Act and other relevant laws, regulations and rules.
Management structure after acquisitionSenshu Ikeda Holdings,Inc. is expected to change its trade name and become the integrated holding company. THE SHIGA BANK,LTD. and Senshu Ikeda Bank will continue to exist after the integration, with no change to their trade names or head office locations, and no merger of the two banks is planned. The trade name, head office location, representative, board and officer structure, corporate governance structure and organisational structure of the integrated holding company will be discussed going forward and are expected to be specified in the definitive agreement.
| Item | Details |
|---|---|
| Transaction name | This business integration |
| Counterparty name | THE SHIGA BANK,LTD., Senshu Ikeda Holdings,Inc. |
| Name of the Subject Company | THE SHIGA BANK,LTD. |
| Business Description of the Subject Company | Banking |
| Location of the Subject Company | Otsu, Shiga Prefecture |
| Capital Stock of the Subject Company | ¥33 billion |
| Date of Establishment of the Subject Company | 1 October 1933 |
| Net Sales of the Subject Company | ¥159,056 million (fiscal year ending March 2026, consolidated ordinary revenue) |
| Net Income of the Subject Company | ¥21,293 million (fiscal year ending March 2026, net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥509,025 million (fiscal year ending March 2026, consolidated net assets) |
| Type of Consideration | Shares (shares in Senshu Ikeda Holdings,Inc. after the change of trade name will be issued to shareholders of THE SHIGA BANK,LTD.) |
| Merger ratio/share exchange ratio | Undecided. To be determined and announced by the time the definitive agreement for this transaction is executed, based on the results of future due diligence and valuation by a third-party valuation institution. The complete parent company is expected to be the integrated holding company using Senshu Ikeda Holdings,Inc. after its change of trade name. |
| Impact on Business Performance | The impact of this business integration on the consolidated financial results of both companies for the fiscal year ending March 2027 is currently expected to be limited. The specific details of the synergies and their impact on financial results will be announced promptly if matters requiring disclosure arise, based on consideration during future due diligence and integration preparations. |
| Date of board resolution | 29 October 2026 |
| Contract Date | 29 October 2026 |
| Execution Date / Effective Date | 1 April 2028 (scheduled, effective date of the share exchange) |
| Valuation methodology | Calculation of the share exchange ratio by a third-party valuation institution (specific valuation method: Not disclosed) |
| Conditions Precedent to Execution | Approval of the necessary matters at the general meetings of shareholders of both companies and receipt of approvals and permits from the relevant authorities. This includes the filing and effectiveness of Form F-4 with the SEC, approvals and notifications required under the Banking Act and other relevant laws and regulations, procedures under the Antimonopoly Act and other competition laws, and procedures under the Financial Instruments and Exchange Act and other relevant laws, regulations and rules. |
| Management structure after acquisition | Senshu Ikeda Holdings,Inc. is expected to change its trade name and become the integrated holding company. THE SHIGA BANK,LTD. and Senshu Ikeda Bank will continue to exist after the integration, with no change to their trade names or head office locations, and no merger of the two banks is planned. The trade name, head office location, representative, board and officer structure, corporate governance structure and organisational structure of the integrated holding company will be discussed going forward and are expected to be specified in the definitive agreement. |
Items this document does not state (13)
Operating Profit of the Subject CompanyAcquisition priceExpenses 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)Independent 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.To respond to changes in the operating environment, including population decline, changes in the industrial structure, digitalisation and decarbonisation, and to enhance regional financial strength and earning power and improve the ability to help resolve issues facing local communities and enhance corporate value by making integrated use of the two companies’ branch networks, customer bases, human resources, brands and know-how.
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