Fthr re Consolidation
28 12월 2001 - 12:28AM
UK Regulatory
RNS Number:2205P
Daiwa Int Finance (Cayman Island)Ld
25 December 2001
December 25, 2001
Daiwa Bank Holdings,Inc.
The Asahi Bank, Ltd.
Consolidation Between Daiwa Bank Holdings, Inc. and The Asahi Bank, Ltd.
Daiwa Bank Holdings, Inc. (President: Yasuhisa Katsuta) ("Daiwa Bank HD") and
The Asahi Bank, Ltd. (President: Yukio Yanase) ("Asahi Bank") have agreed on the
management consolidation announced on September 21, 2001, as described
hereinbelow, subject to their respective shareholders' approvals and approval by
the competent governmental authorities.
1. Method of Consolidation
The consolidation will be effected by way of share exchange (kabushiki kokan)
under the Commercial Code, through which Asahi Bank will become a wholly-owned
subsidiary of Daiwa Bank HD.
The share exchange will be submitted to a shareholders' meeting of Asahi Bank
scheduled to be held in late January 2002 and to a shareholders' meeting of
Daiwa Bank HD scheduled to be held in late February 2002, for the respective
shareholders' approvals.
2. Date of Share Exchange
The date of the share exchange will be March 1, 2002 (Friday), as of which date
Asahi Bank will become a subsidiary of Daiwa Bank HD.
3. Capital Amount of Daiwa Bank HD
The capital amount of Daiwa Bank HD will be increased by 340 billion yen, to 720
billion yen, as a result of the share exchange.
4. Share Exchange Ratio
The share exchange ratio for ordinary shares will be as follows:
Name of company Daiwa Bank Holdings Asahi Bank
(parent company) (wholly-owned subsidiary)
Share exchange
ratio 1 1
Accordingly, one ordinary share of Daiwa Bank HD will be allotted to each
ordinary share of Asahi Bank.
Daiwa Bank HD has received opinions from Merrill Lynch Japan Securities and Shin
Nihon Ernst & Young, and Asahi Bank has received an opinion from Goldman Sachs
(Japan) Limited, each confirming the appropriateness of the above share exchange
ratio from the financial point of view.
5. Share Exchange Payments
Within four months from the date of the share exchange, Daiwa Bank HD will make
share exchange payments, in lieu of year-end dividends, in cash and in the
amounts described below, to the parties who were shareholders of Asahi Bank on
the day immediately preceding the date of the share exchange; provided, however,
that Daiwa Bank HD may change the amounts of, or may decide not to pay, such
share exchange payments upon consultation between Daiwa Bank HD and Asahi Bank,
if there would be changes in circumstances, including the condition of the
assets and liabilities of Asahi Bank and changes in economic conditions.
Ordinary shares 1.50 yen per share
Preference Shares No 1 10 yen per share
Class B Preference Shares No 1 14.38 yen per share
Class B Preference Shares No 2 18.50 yen per share
6. Directors, Corporate Auditors and Executive Officers (see Attachment below)
a. Directors
Yukio Yanase (President of Asahi Bank), Katsuyoshi Iwashiro (Deputy President of
Asahi Bank), Tadahiro Tone (Senior Managing Director (Non-Board Member) of Asahi
Bank), Osamu Monoe (Managing Director (Non-Board Member) of Asahi Bank) and
Kenji Kawada (Director (Non-Board Member) of Asahi Bank) will be newly appointed
as Directors of Daiwa Bank HD.
Yukio Yanase will be appointed as Deputy President of Daiwa Bank HD.
b. Corporate Auditors
Hidenao Toyoshima (Lawyer) will be newly appointed as Corporate Auditor of Daiwa
Bank HD. As a result, Motoyuki Sakai, Corporate Auditor of Daiwa Bank HD, will
retire from office.
c. Executive Officers
Koji Nishijima (Director (Non-Board Member) of Asahi Bank) and Minoru Takahashi
(General Manager of New York Branch of Asahi Bank) will be newly appointed as
Executive Officers of Daiwa Bank HD.
7. Other matters
The location of the head office of Daiwa Bank HD and its company name will be as
follows:
Head office The head office will remain in Osaka after the share exchange.
Company name Although the company name will not be changed at the time of
the share exchange, it is expected that it will be changed
when a new group name (which is under consideration) is
determined.
For inquiries about this announcement, please contact the following:
Daiwa Bank Holdings Corporate Communications Division
Mr. Nakagawa
Tel: +81-6-6264-5685
Asahi Bank Corporate Communications Department
Mr. Matsui
Tel: +81-3-5223-5078
Directors, Corporate Auditors and Executive Officers as of March 1,2002 (plan)
** indicates new appointees
Directors
Other offices
Title Name (Present offices of new appointees)
Director and Chairman Takashi Kaiho Chairman of Daiwa Bank
Director and President* Yasuhisa Katsuta President of Daiwa Bank
Director and Deputy
President* Yukio Yanase** President of Asahi Bank
Director and Senior
Executive Officer Sadao Tanaka
Director and Senior
Executive Officer Yoshinari Demura
Director and Senior Managing Director (Non-Board Member)
Executive Officer Osamu Monoe** of Asahi Bank
Director and Kenji Kawada** Director (Non-Board Member)
Senior Executive Officer of Asahi Bank
Director (part-time) Yasuhiro Takatani President of Kinki Osaka Bank
Director (part-time) Masao Nomura President of Nara Bank
Director (part-time) Atsumu Kuroishi Deputy President of Daiwa Bank
President of Daiwa Trust & Banking
Director (part-time) Ryo Aoyagi Senior Managing Director of Daiwa
Bank
Director (part-time) Katsuyoshi Iwashiro**
Deputy President of Asahi Bank
Director (part-time) Tadahiro Tone** Senior Managing Director (Non-Board
Member) of Asahi Bank
*President and Deputy President also serve as Executive Officers.
Corporate Auditors
Title Name Other offices Remarks
Corporate Auditor Isao Kimura Corporate Auditor
of Daiwa Bank
Corporate Auditor Hideo Yoda Corporate Auditor
of Asahi Bank
Corporate Auditor Masataka Ide Chairman of West Outside corporate
Japan Railway auditor
Company
Corporate Auditor Hidenao Toyoshima Lawyer Outside corporate
** auditor
Executive Officers
Title Name Remarks (present offices)
Executive Officer Masaaki Nomura
Executive Officer Kenichi Kanzaki
Executive Officer Tomoyuki Uchiyama
Executive Officer Koji Nishijima** Director (Non-Board Member) of Asahi
Bank
Executive Officer Minoru Takahashi** General Manager of New York Branch
of Asahi Bank
Status of Discussions Relating to the Consolidation
Meetings of the "Consolidation Promotion Committee" comprised of the top
management, the "Consolidation Promotion Council" comprised of the officers in
charge of planning departments and the "Consolidation Promotion Sub-Committees"
at the working level comprised of the officers in charge and other officers at
the four banks (sixteen sub-committees for each area) have been regularly held
and have discussed the steps to be taken toward the consolidation.
1. Structure of the Holding Company
The basic frameworks of the governance, organization and personnel systems of
Daiwa Bank HD, which have already been established, have been structured on the
assumption that Asahi Bank will participate in Daiwa Bank HD.
2. Promotion of Business Tie-ups
For the purpose of enhancing customer convenience, improvement in services and
early achievement of the benefits of the consolidation, business tie-ups have
been pursued aggressively as follows (see the next page for details):
(Measures already implemented)
- Mutual opening-up of ATMs (November 5, 2001)
- Mutual links between web sites on the Internet (November 8, 2001)
- Tie-ups in M&A-related services (November 2001 and afterward)
- Joint distribution of "Unitopia," a new investment trust product (December 5,
2001)
- Production of a joint web site for next year's recruiting by Daiwa Bank and
Asahi Bank (December 5, 2001)
- Exchange of personnel (dispatch of personnel related to private banking and
trust business trainees from Asahi Bank to Daiwa Bank) (December 12, 2001 and
afterward)
- Joint campaign involving reduced interest rates for housing loans by the four
banks (December 12,2001)
(Measures under consideration or being planned)
- Joint distribution of housing loan products and loan products targeted at
small- and medium-sized companies
- Joint sponsorship of contests for financial planner techniques
- Joint seminars for support of initial stock offerings
- Joint sponsorship of client seminars on testamentary trusts and others
Progress in Business Tie-ups
Item of business tie-up Description Date of Implementation
(including plan)
Tie-ups already implemented
ATM tie-up a. Elimination of commissions
on cash withdrawals from
the ATMS of the four banks Implemented
b. Discounted commissions on on Nov. 5, 2001
ATM fund transfers among
the four banks
Tie-ups relating to a. Mutual links among the web Implemented
the Internet web sites sites of the four banks on Nov. 8, 2001
b. Production of a joint web site Implemented on
for next year's recruiting by Dec. 5, 2001
Daiwa Bank and Asahi Bank
(Tie-ups for exchanging information
of business opportunities)
Tie-ups in M&A related Daiwa Bank and Asahi Bank will Nov. 2001 and
services exchange information concerning afterward
needs for mergers, acquisitions,
collaborations and other
business opportunities.
(Joint sales campaign for investment
trust products sold at the four banks)
Tie-ups in investment a. Launch of "Unitopia", an investment
trusts business trust product unique to the four Implemented on
banks Dec. 5, 2001
b. Joint advertising on newspapers
and at the store fronts
(Joint campaign involving reduced interest
rates by the four banks) Implemented on
Tie-ups in housing Dec. 12,2001
loan business 0.75% reduction from Dec. 13, 2001 to
Mar. 29, 2002
Exchange of Personnel a. (Private banking trainings)
Asahi Bank has sent 10 employees Implemented on
to the private banking dept. of Dec. 12, 2001
Daiwa Bank, to engage in
testamentary trust and estate
administration businesses.
b. (Trust service trainees) Implemented on
Asahi Bank has sent 4 trainees Dec. 14, 2001
to the Pension & Corporate Trust
Company of Daiwa Bank.
Tie-ups planned
(Joint sales campaign for housing loans)
Tie-ups in loan business Sales campaign for loans to
replace existing loans Jan. 2002
(Tie-ups in services relating to
testamentary trusts and to the
administration of estates)
Tie-ups in private
banking services a. Asahi Bank will refer its customers
to Daiwa Bank. Jan. 2002
b. Daiwa Bank and Asahi Bank will
jointly hold seminars for their customers.
(joint sponsorship of contests for
financial planner techniques) Feb. 2002
Daiwa Bank and Asahi Bank will
co-sponsor contests for financial
planner techniques.
(Tie-ups For exchanging information of business
opportunities)
Tie-ups in M&A Daiwa Bank and Asahi Bank plan
related services to hold joint seminars. Feb./Mar.2002
(Mutual sales of loan products)
Tie-ups in corporate Sales of small commercial loans To be determined
banking services ("Retail 48" by Asahi Bank or other)
is being considered.
(Seminars to support initial public
offerings)
Daiwa Bank and Asahi Bank plan to
hold joint seminars to support
initial public offerings by their Jan. 2002
customers.
(Loan areas)
Exchange of Personnel Mutual exchange of personnel
belonging to the "loan centers" of
Daiwa Bank and Asahi Bank To be determined
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