Mizuho Financial Group, Inc. ("MHFG") hereby announces that its Board of Directors has resolved today to execute a Corporate Split Plan whereby MHFG and Mizuho Holdings, Inc. ("MHHD"), a wholly-owned subsidiary of MHFG, jointly split off their respective "group coordination promotion business for affluent clients" and transfer such businesses to Mizuho Private Wealth Management Co., Ltd. on October 1, 2005.
This is subject to the appropriate regulatory approval and other procedures in Japan and all other relative countries.
1. Objective of the corporate split
The purpose of this corporate split is to establish "the first full-fledged private banking company in Japan" as announced in the press release, "Implementation of the "Channel to Discovery" Plan" issued on April 26, 2005.
2. Outline of the corporate split
(1) Schedule
| Board meetings for approval of the Corporate Split Plan | July 20, 2005 |
| Signing of the Corporate Split Plan | July 20, 2005 |
| Shareholders' meeting for approval of the Corporate Split Plan (MHHD) | August 9, 2005 (scheduled) |
| Date of the corporate split | October 1, 2005 (scheduled) |
| Registration of the corporate split | October 3, 2005 (scheduled) |
(2) Method
MHFG and MHHD will be the joint split companies and Mizuho Private Wealth Management Co., Ltd. will be the newly established succeeding company ("kyodo shinsetsu bunkatsu" under the concept of Japanese commercial law).
MHFG and MHHD use this method in order to establish Mizuho Private Wealth Management Co., Ltd. as a wholly-owned subsidiary of MHFG.
(3) Allotment of shares
- 1)Share allotment ratio
10,000 shares of common stock of newly established Mizuho Private Wealth Management Co., Ltd. will be allotted to MHFG and the shareholder of MHHD (i.e. MHFG) by the ratio of one to one (i.e. 5,000 shares each). Consequently, Mizuho Private Wealth Management Co., Ltd. will be a wholly-owned subsidiary of MHFG. - 2)Basis for the ratio
MHFG and MHHD have appointed GMD Corporate Finance Limited as an independent third-party institution to make an evaluation of the share allotment ratio. MHFG and MHHD agreed to the above share allotment ratio after extensive discussions based on a careful examination of the calculation methodology and the evaluation results.
(4) Cash payment
No cash payment will be made upon the corporate split.
(5) Assets, liabilities, rights and obligations to be transferred to the succeeding company
Mizuho Private Wealth Management Co., Ltd. will succeed the assets, liabilities, rights and obligations incidental thereto, and the contractual status, with regard to the "group coordination promotion business for affluent clients" of MHFG and MHHD.
The above obligations shall be transferred in a manner whereby transferors shall be released from the transferred obligations.
(6) Prospect of performance on obligation
Each of the split companies (MHFG and MHHD) and the succeeding company (Mizuho Private Wealth Management Co., Ltd.) has determined that, after the corporate split, it can fully perform all obligations within their prescribed terms.
(7) Directors and corporate auditors of Mizuho Private Wealth Management Co., Ltd.
Directors : Fumio Watanabe, Naoki Izawa, Kazuo Nagano
Corporate auditors : Hidehiko Ide, Motoo Yamagiwa, Michio Shimada
3. Company profiles of the related parties of the corporate split
Please refer to Appendix "Company Profiles(PDF/42KB)" for information on MHFG (a split company), MHHD (a split company) and Mizuho Private Wealth Management Co., Ltd. (the succeeding company).
4. Outline of business to be split
(1) Business
The "group coordination promotion business for affluent clients" refers to the management function of MHFG and MHHD to promote coordination for affluent clients in Mizuho Financial Group.
(2) Assets and liabilities of business to be split (planned)
MHFG
(JPY billion)
| Assets | Liabilities | ||
| Item | Book Value | Item | Book Value |
| Assets | 2.5 | Liabilities | 0.0 |
| Total | 2.5 | Total | 0.0 |
MHHD
(JPY billion)
| Assets | Liabilities | ||
| Item | Book Value | Item | Book Value |
| Assets | 2.5 | Liabilities | 0.0 |
| Total | 2.5 | Total | 0.0 |
5. Profiles of MHFG and MHHD after the corporate split
(1) Trade name, business, head office, representative, capital and fiscal year end
MHFG and MHHD will not change the above due to the corporate split.
(Note: MHHD will be re-formed into a new advisory company and change its trade name to Mizuho Financial Strategy Co., Ltd.)
(2) Total assets
The corporate split will not change the total assets of MHFG.
The total assets of MHHD will be reduced by the equivalent amount of assets to be split.
(3) Effect on profits / losses of MHFG
The corporate split will not affect MHFG's Non-Consolidated and Consolidated Earnings Estimates for Fiscal 2005.
- The statements contained in this press release of the current expectations are forward-looking statements subject to significant risks and uncertainties, and actual results may differ materially. Factors that could cause actual results to differ materially include, but are not limited to, changes in overall economic conditions, changes in market rates of interest, further declines in the value of equity securities or real estate, further deterioration of the quality of loans to certain industry sectors and the effect of new legislation or government directives.
- This press release does not constitute an offer for sale or solicitation for investment or other similar activity in and outside of Japan.