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") announced on November 14, 2011 in the release titled "Memorandum of Understanding on Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd." that MHBK and MHCB decided to conduct a merger (the "Merger") by around the end of the first half of fiscal year 2013. MHFG, MHBK and MHCB also announced on March 30, 2012 in the release titled "Determination of Effective Date of Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd." that they determined that the effective date of the Merger (the "Scheduled Date of the Merger") shall be July 1, 2013. In addition, MHFG, MHBK and MHCB announced on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." that the representative director, etc. of MHCB as of the Scheduled Date of the Merger had been determined.
MHFG, MHBK and MHCB hereby announce that they have determined that MHBK and MHCB will, on the condition that, among other things, permission is obtained from the relevant authorities in Japan, conduct the Merger, and that MHBK and MHCB have signed a merger agreement (the "Merger Agreement") today. In addition, MHFG, MHBK and MHCB hereby announce that they have determined the change in MHCB's trade name on the condition that the Merger takes effect and determined additional representative directors of MHCB as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCB's general shareholders meeting and the resolution of MHCB's board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.
1. Purpose of the Merger
Through the Merger, our group ("Mizuho") aims to become able to provide directly and promptly diverse and functional financial services to both MHBK and MHCB customers, utilizing the current "strengths" and "advantages" of MHBK and MHCB, and to continue to improve customer services by further enhancing group collaboration among the banking, trust and securities functions. At the same time, MHFG aims to realize further enhancement of the consolidation of group–wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.
In addition to the Merger, MHFG will continue to consider the possibility of a consolidation that includes Mizuho Trust & Banking Co., Ltd. (President & CEO: Takashi Nonaka).
2. Summary of the Merger
(1) Schedule of the Merger
| Meetings of the board of directors for determination of the signing of the Merger Agreement | February 26, 2013 |
| Signing of the Merger Agreement | February 26, 2013 |
| General meetings of shareholders and the general meetings of class shareholders for approval of the Merger Agreement | February 26, 2013 |
| Effective date of the Merger | July 1, 2013 (scheduled) |
(2) Method of the Merger
An absorption–type merger, whereby MHCB will be the surviving company and MHBK will be the dissolving company
(3) Details of Allotment upon the Merger
MHFG holds all of the issued shares (excluding treasury stock) of each of MHBK and MHCB. Therefore, upon the Merger, MHCB (the surviving company in absorption–type merger) will not deliver to shareholders of MHBK (the dissolving company in absorption–type merger) shares or any other assets, as consideration for the Merger.
(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger
MHBK and MHCB have issued neither stock acquisition rights nor bonds with stock acquisition rights.
3. Change in Surviving Company's Trade Name
(1) New Trade Name
Mizuho Bank, Ltd.
(2) Scheduled Date of Change
July 1, 2013
Please note that MHCB's trade name will be changed on the condition that the Merger takes effect.
4. Determination of Representative Directors after the Merger (as of July 1, 2013)
| Name | New Title | Current Title | Other positions |
| Masaaki Kono | Deputy President and Deputy President – Executive Officer (Representative Director) | Managing Executive Officer | Deputy President – Executive Officer of MHFG |
| Toshitsugu Okabe | Deputy President and Deputy President – Executive Officer (Representative Director) | Managing Executive Officer | Deputy President and Deputy President – Executive Officer of MHFG |
| Yasuhiko Imaizumi | Deputy President and Deputy President – Executive Officer (Representative Director) | Managing Executive Officer | Deputy President – Executive Officer of MHFG |
| Nobuhide Hayashi | Deputy President and Deputy President – Executive Officer (Representative Director) | Managing Director and Managing Executive Officer | Deputy President and Deputy President – Executive Officer of MHFG |
| Hirohisa Kashiwazaki | Deputy President and Deputy President – Executive Officer (Representative Director) | Managing Executive Officer of MHBK |
Please see the announcement made on February 26, 2013 in the release titled "Re: Management Changes for the Mizuho Financial Group," regarding the change in MHCB's management as of April 1, 2013.
The content of the announcement made on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." has not been changed.
5. Outline of New Company
| Trade Name | Mizuho Bank, Ltd. (As described in 3. above, the trade name of MHCB, which is the surviving company in absorption–type merger, is scheduled to be changed on the effective date of the Merger.) |
| Location | 3–3 Marunouchi 1–chome, Chiyoda–ku, Tokyo (Location of the head office of the current MHCB) After the completion of the "Otemachi 1–6 Project" Building (tentative name), located at 6, Otemachi 1–chome, Chiyoda–ku, Tokyo, which is now under construction and is scheduled to be completed after the effective date of the Merger, the location of the head office will be moved to the location of the new building. |
| Representative | Yasuhiro Sato, President & CEO (representative director) (scheduled) |
| Purpose of Business | Bank business |
| Capital | JPY 1,404,065 million (Upon the Merger, neither the capital nor reserve will be increased.) (scheduled) |
The organization after the Merger is described in Exhibit 1. In addition, the composition of directors, corporate auditors and executive officers after the Merger has been determined as described in Exhibit 2, which includes the announcement made on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." and the description made in 4. above.
6. Outlook
The Merger will not change the earnings estimates for the fiscal year ending March 31, 2013 announced by MHFG.
(For Reference) The Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 and the Consolidated Financial Results for the Fiscal Year ended March 31, 2012
| Net Income | Net Income per Share of Common Stock | |
| Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 | JPY 500,000 million | JPY 20.43 |
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(Note)MHFG does not forecast earnings in respect of consolidated ordinary income or consolidated ordinary profits; and does not forecast earnings in respect of operating profits, since its statement of income has no such item.
| Ordinary Income | Operating Profits | Ordinary Profits | Net Income | |
| Consolidated Financial Results for the Fiscal Year ended March 31, 2012 | JPY 2,715,674 million | – | JPY 648,561 million | JPY 484,519 million |
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(Note)Amounts generally referred to as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since MHFG's statement of income has no such item.
[End of Document]
Outline of the Parties (PDF/14KB)
Exhibit 1 Mizuho Bank, Ltd. (Effective as of July 1, 2013) (PDF/62KB)