Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) ("MHFG"), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) ("MHBK") and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) ("MHCB"), hereby announce that they have determined to turn Mizuho Securities Co., Ltd. (President & CEO: Hiroshi Motoyama) ("MHSC"), a consolidated subsidiary of MHFG, into a directly–held subsidiary of MHFG, by MHBK and MHCB, each a wholly–owned subsidiary of MHFG, distributing as a dividend in kind to MHFG all of the shares of MHSC that are held by each of MHBK and MHCB as of April 1, 2013 (hereinafter such change to MHSC shall be referred to as the "Change"), as described below.
1. Background and Purposes
Our group aims to build the most effective and advanced group management structure. This will include moving to a single bank and single securities structure that aims to promote timely and unified group strategic planning under the strong governance of the holding company as well as taking advantage of the characteristics and competitiveness of being the only Japanese banking group that holds its own bank, trust bank and securities company. It will also include moving to a new group capital structure and new group operational structure and the strengthening of group governance.
As announced in the news release titled "Review of Group Capital Structure and Transformation into New Group Management Structure" dated December 21, 2012, our group intends to turn MHSC, a consolidated subsidiary of MHFG, into a directly–held subsidiary of MHFG in the first half of fiscal year of 2013 and to move to a new group capital structure, which will place banking, trust banking, securities and other major group companies under the direct control of the holding company. Our group has determined to conduct the Change, by which it intends to achieve such move to a new group capital structure, on April 1, 2013, simultaneously with the commencement of "One MIZUHO New Frontier Plan – Stepping up to the Next Challenge –," a new medium–term business plan announced on February 26, 2013 in the release titled "One MIZUHO New Frontier Plan Stepping up to the Next Challenge."
2. Details of the Change
(1) Method of Change
The Change will be conducted, by MHBK and MHCB, each a wholly–owned subsidiary of MHFG, distributing to MHFG all of the shares of MHSC that are held by each of MHBK and MHCB as a dividend in kind.
(2) Outline of the Changes to Consolidated Subsidiary
| Name | Mizuho Securities Co., Ltd. |
| Location | 1–5–1 Otemachi, Chiyoda–ku, Tokyo |
| Name and Title of Representative | President & CEO: Hiroshi Motoyama |
| Purpose of Main Business | Financial instruments business |
| Capital (as of January 4, 2013) | JPY 125,167 million |
| Date of Establishment | July 16, 1917 |
| Number of Issued Shares (as of January 4, 2013) | 2,015,102,652 shares (common stock) |
| Fiscal Year End | March 31 |
| Number of Employees (as of January 4, 2013) | (Consolidated) 9,336 (Unconsolidated) 7,415 |
| Major Shareholder and Ratio of Shareholding (as of January 4, 2013) | MHCB 74.42% MHBK 21.38% The Norinchukin Bank 4.20% |
(3) Outline of Parties from which Shares will be Acquired
| Name | Mizuho Bank, Ltd. |
| 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 December 31, 2012) |
| Date of Establishment | June 7, 1897 |
| Relation to MHFG | A wholly–owned subsidiary of MHFG |
| Number of Shares Held | 430,789,690 shares |
| Name | Mizuho Corporate Bank, Ltd. |
| 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 December 31, 2012) |
| Date of Establishment | May 7, 1923 |
| Relation to MHFG | A wholly–owned subsidiary of MHFG |
| Number of Shares Held | 1,499,710,650 shares |
(4) Number of Shares to be Acquired, Acquisition Price and Status of Shares Held prior to, or to be Held after, Acquisition
| 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
| Meetings of the board of directors for determination of the Change (three (3) companies) | March 29, 2013 |
| General meetings of shareholders for approval of the Change (MHBK and MHCB) | March 29, 2013 |
| Effective date of the Change | April 1, 2013 (scheduled) |
(6) Outlook
The Change will not change the earnings estimates for MHFG for the fiscal year ending March 31, 2013.
(Appendix) Exhibit "Group Structure" (PDF/55KB)
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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.