DIAM Co., Ltd. (President & CEO: Yasumasa Nishi) ("DIAM"), Mizuho Trust & Banking Co., Ltd. (President & CEO: Takeo Nakano) ("MHTB"), Mizuho Asset Management Co., Ltd. (President & CEO: Hidetake Nakamura) ("MHAM"), and Shinko Asset Management Co., Ltd. (President & CEO: Shuichi Goto) ("Shinko Asset Management") (collectively, the "Integrating Companies") have been proceeding with discussions and preparations for the integration of their asset management functions (the "Integration") pursuant to the memorandum of understanding on the integration dated September 30, 2015. In this regard, we are pleased to announce that the Integrating Companies today entered into Integration Agreement, after obtaining approval by resolutions adopted by their respective boards of directors. The Integration will become effective subject to approval by the relevant authorities.
1.Summary of Integration Agreement
|Effective date of the Integration:||October 1, 2016|
|Method of the Integration:||The Integration will be implemented through the following steps: (i) a merger between MHAM as surviving company and Shinko Asset Management as disappearing company; (ii) a company split between MHTB as splitting company and MHAM (after the merger in (i) above) as successor company whereby rights and obligations attributed to Asset Management Division of MHTB will be transferred to MHAM; and (iii) a merger between DIAM as surviving company and MHAM as disappearing company.|
|Company name:||Asset Management One Co., Ltd.|
|Stated capital:||JPY 2 billion|
|Location of the head office:||1–8–2 Marunouchi, Chiyoda–ku, Tokyo|
|Corporate Governance Structure:||Company with Audit & Supervisory Committee|
|Expected directors, executive officers:||See Exhibit 1 below|
2.Expected organizational chart:
|See Exhibit 2 below|
3.Expected company logo
Our aim through the Integration is to become the number one asset management company in terms of customer trust by providing a higher level of satisfaction, and also to become the number one asset management company in Asia that is competitive with the largest global asset management firms. The logo of the new company symbolizes this aim with a powerful representation of the Arabic numeral "1", with the curve to the top right depicting our aspiration for further development and upward advancement.
Based on the strong commitment of Mizuho Financial Group, Inc. ("Mizuho") and The Dai–ichi Life Insurance Company, Limited ("Dai–ichi Life") to strengthen and develop their respective asset management businesses, the new company will aim to achieve significant development as a global asset management company, providing its customers with solutions of the highest standards by combining the asset management–related knowledge and experience accumulated and developed by each Integrating Company over many years, and taking full advantage of collaboration with both the Mizuho group and the Dai–ichi Life group. In order to establish a highly independent and transparent management framework, the new company's independent outside directors (Audit & Supervisory Committee members) will include professionals with a high level of expertise in the areas of asset management, legal affairs and accounting. In addition, the new company will fulfill its fiduciary duties as a professional asset management firm and provide services and products that truly benefit its customers. Through these efforts, the new company aims to become the most trusted and valued asset management company –– meeting the needs of pension funds and corporate customers in terms of diversification and sophistication of their investments, as well as encouraging a shift "from saving to investment" in Japan through providing individual customers with high–quality products and services.