Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) ("MHFG" or the "Company") hereby announces that it has determined, at its meeting of the board of directors held today, to turn Mizuho Securities Co., Ltd. (President & CEO: Hiroshi Motoyama) ("MHSC"), a consolidated subsidiary of the Company, into a directly–held subsidiary of the Company (hereinafter such change to MHSC shall be referred to as the "Change") and to conduct a transformation (the "Transformation") into a new group management structure, which enables each business strategy promotion unit to pursue planning and promotion of a group–wide strategy across the banking, trust and securities functions and other business areas ("Across the Banking, Trust and Securities Functions"), on the assumption that the Change and the Transformation will have been approved at the general meeting of shareholders of each of Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) ("MHBK") and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) ("MHCB"), and among other things, filings will be made to, and permission will be obtained from, the relevant authorities in Japan and any foreign countries, as described below.
1. Background and Purposes
Mizuho, as the only financial group in Japan with banks, trust banks and securities companies under one umbrella, aims to further improve customer convenience by establishing a new corporate structure and corporate governance structure, with which it will be able to utilize the functions it possesses most effectively.
As a core part of the establishment of the most effective and advanced group management structure, as announced on March 30, 2012 in the release titled "Determination of Effective Date of Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.," MHBK and MHCB are scheduled to conduct a merger with the effective date of July 1, 2013 on the assumption that filings will be made to and permission will be obtained from the relevant authorities in Japan and any foreign countries, and as announced on May 15, 2012 in the immediate release titled "Signing of Merger Agreement between Mizuho Securities Co., Ltd. and Mizuho Investors Securities Co., Ltd.," MHSC and Mizuho Investors Securities Co., Ltd. (President & CEO: Katsuyoshi Ejima) ("MHIS") are scheduled to conduct a merger with the effective date of January 4, 2013 on the assumption that filings will be made to and permission will be obtained from the relevant authorities in Japan and any foreign countries.
The Change and the Transformation are intended to further promote the establishment of the most effective and advanced group management structure, and the Company will plan and promote its group strategy more promptly and comprehensively, thereby enhancing the group strategy Across the Banking, Trust and Securities Functions and its tackling of common group issues as well as strengthen group governance and improve group management efficiency. MHFG will announce the details, etc., of the structure as soon as they are determined.
2. Details of the Change
(1) Outline of the Changes to Consolidated Subsidiary
As stated in Section 1 above, MHSC is planning to conduct an absorption–type merger (the "Merger of Securities Companies") on January 4, 2013 as the effective date with MHIS, whereby MHSC will be the surviving company and MHIS will be the dissolving company, and MHSC, the surviving company as the result of the Change, will become a direct consolidated subsidiary of the Company after the Merger of Securities Companies becomes effective.
| (1) Name | MHSC | MHIS |
|---|---|---|
| (2) Location | 1–5–1 Otemachi, Chiyoda–ku, Tokyo | 2–10–30 Nihonbashikakigaracho, Chuo–ku, Tokyo |
| (3) Name and Title of Representative | President & CEO: Hiroshi Motoyama | President & CEO: Katsuyoshi Ejima |
| (4) Purpose of Main Business | Financial instruments business | Financial instruments business |
| (5) Capital (consolidated) (as of September 30, 2012) | JPY 125,167 million | JPY 80,288 million |
| (6) Date of Establishment | July 16, 1917 | December 14, 1922 |
| (7) Number of Issued Shares (as of September 30, 2012) | 1,584,312,962 shares (common stock) | 1,230,827,688 shares (common stock) |
| (8) Fiscal Year End | March 31 | March 31 |
| (9) Number of Employees (as of March 31, 2012) | (Consolidated) 7,187 (Unconsolidated) 5,319 |
(Consolidated) 2,240 (Unconsolidated) 2,203 |
| (10) Major Shareholder and Ratio of Shareholding (as of September 30, 2012) | MHCB 94.66% The Norinchukin Bank 5.34% |
MHBK 100.00% |
(2) Outline of Parties from which Shares will be Acquired
| Name | MHBK |
|---|---|
| Name and Title of Representative | President & CEO: Takashi Tsukamoto |
| Location | 1–1–5 Uchisaiwaicho, Chiyoda–ku, Tokyo |
| Purpose of Main Business | Bank business |
| Capital | JPY 700,000 million (as of September 30, 2012) |
| Date of Establishment | June 7, 1897 |
| Relation to the Company | A wholly–owned subsidiary of the Company |
| Number of Shares Held | 430,789,690 shares (The number of shares of MHSC to be held after the Merger of Securities Companies) |
| Name | MHCB |
|---|---|
| Name and Title of Representative | President & CEO: Yasuhiro Sato |
| Location | 1–3–3 Marunouchi, Chiyoda–ku, Tokyo |
| Purpose of Main Business | Bank business |
| Capital | JPY 1,404,065 million (as of September 30, 2012) |
| Date of Establishment | May 7, 1923 |
| Relation to the Company | A wholly–owned subsidiary of the Company |
| Number of Shares Held | 1,499,710,650 shares (The number of shares of MHSC to be held after the Merger of Securities Companies) |
(3) Method of Change
The Change will be conducted after the Merger of Securities Companies becomes effective, whereby MHBK and MHCB, each a wholly–owned subsidiary of the Company, will distribute to the Company all of the shares of MHSC (the surviving company after the Merger of Securities Companies) that are held by each of MHBK and MHCB as a dividend in kind.
(4) Number of Shares to be Acquired, Acquisition Price and Status of Shares Held prior to, or to be Held after, Acquisition (The numbers stated below shall be the number of shares of MHSC to be held after the Merger of Securities Companies)
| Number of shares held prior to the Change | 0 shares | (Shareholding ratio: 0.00%) |
|---|---|---|
| Number of shares to be acquired | 1,930,500,340 shares | |
| Number of shares to be held after the Change | 1,930,500,340 shares | (Shareholding ratio: 95.80%) |
(5) Schedule
The Change is planned to be conducted in the first half of fiscal year of 2013 on the assumption that the Change will have been approved at the general meeting of shareholders of each of MHBK and MHCB and, among other things, filings will be made to, and permission will be obtained from, the relevant authorities in Japan and any relevant foreign countries.
(6) Outlook
The Change will not change the earnings estimates for the Company for the fiscal year ending March 31, 2013.
(Appendix)
Exhibit "Group Structure" (PDF/55KB)
[End of Document]
This press release contains forward–looking statements, including estimates and plans. Such forward–looking statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions and do not represent any guarantee of future performance.
We may not be successful in implementing our business strategies, and management may fail to achieve its estimates, for a wide range of possible reasons, including, without limitation, those included in "Item 3.D. Key Information.Risk Factors" and "Item 5. Operating and Financial Review and Prospects" in MHFG's most recent Form 20–F filed with the U.S. Securities and Exchange Commission ( "SEC" ) which is available in the Financial Information section of MHFG's web page and also at the SEC's web site at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward–looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.