RNS Number:1314G
Mizuho Holdings Inc
14 January 2003
Corporate Name: Mizuho Holdings, Inc.
Representative: Terunobu Maeda, President & CEO
Head Office : 1-6-1, Marunouchi,
Chiyoda-ku, Tokyo, Japan
Code Number : 8305
Announcement of Execution of Agreements for the
Business Reorganization for the Mizuho Financial Group
Today, in a meeting of its board of directors, Mizuho Holdings, Inc. ("MHHD")
(Terunobu Maeda, President & CEO) passed a resolution to conclude the agreements
listed below and signed the agreements. These agreements are subject to approval
by resolution in a shareholders meetings and approval of the relevant regulatory
authorities.
(1) The stock-for-stock exchange ("kabushiki-kokan") agreement with Mizuho
Financial Group, Inc. ("MHFG"), by which MHFG will become the parent company
(100% ownership) of MHHD and MHHD will become a wholly-owned subsidiary of
MHFG.
(2) The corporate split agreement with Mizuho Bank, Ltd. ("MHBK") and Mizuho
Corporate Bank, Ltd. ("MHCB"), by which MHHD will succeed the "Mizuho Asset
Trust & Banking Management Business" from MHBK and MHCB.
(3) The corporate split agreement with MHFG, by which MHHD will transfer the
"Trust Banking Subsidiary Company Management Business" to MHFG.
Details of the above are as follows:
I. The execution of the stock-for-stock exchange "kabushiki-kokan" agreement
by and between MHHD and MHFG
1. The objective of the stock-for-stock exchange
The Mizuho Financial Group announced a program titled "Business
Reorganization of the Mizuho Financial Group" ("Business Reorganization") on
December 4, 2002. The purpose of the Business Reorganization is to
dramatically reform group strategy, enhance competitiveness, secure stable
profitability, and maximize the corporate value on a group basis.
The stock-for-stock exchange is being made to transform MHFG, a wholly-owned
subsidiary of MHHD, into a new financial holding company, and to transform
MHHD into a wholly-owned subsidiary of MHFG, as part of the Business
Reorganization.
2. Conditions and other related information regarding the stock-for-stock
exchange
(1) Schedule for the stock-for-stock exchange
Board meeting for approval of the stock-for-stock
exchange agreement: January 14, 2003
Execution of the stock-for-stock exchange agreement: January 14, 2003
Class meetings for approval of
the stock-for-stock exchange agreement: February 3, 2003 (scheduled date)
Shareholders meeting for approval of
the stock-for-stock exchange agreement: February 5, 2003 (scheduled date)
Execution of the stock-for-stock exchange: March 12, 2003 (scheduled date)
(2) Share exchange ratio
One MHFG common share shall be allotted per one MHHD common share, and one
MHFG preferred share of each class shall be allotted per one MHHD preferred
share of the equivalent class.
Notes
(1) Calculation of the share exchange ratio
In preparation for the stock-for-stock exchange, MHHD and MHFG requested Global
Management Directions Limited ("GMD"), an independent valuation institution, to
calculate the share exchange ratio (the exchange ratio in order to determine the
number of MHFG shares to be allotted per one MHHD share) in order to ensure that
the stock-for-stock exchange is fair and appropriate.
GMD, in accordance with the request from MHHD and MHFG, calculated the share
exchange ratio as follows on the basis that MHHD holds all the issued and
outstanding shares of MHFG, and taking into account the net worth per MHFG share
after the stock-for-stock exchange and other relevant factors.
MHHD MHFG
Share Exchange Ratio 1 1
MHHD and MHFG agreed to set the share exchange ratio as described above, through
a careful study of calculation methodology and conclusion of the share exchange
ratio by GMD, and consultation based thereon.
(2) New shares to be issued for the stock-for-stock exchange
Common shares: 9,430,250.71 shares
Class I preferred shares: 33,000 shares
Class II preferred shares: 100,000 shares
Class III preferred shares: 100,000 shares
Class IV preferred shares: 150,000 shares
Class VI preferred shares: 150,000 shares
Class VII preferred shares: 125,000 shares
Class VIII preferred shares: 125,000 shares
Class IX preferred shares: 140,000 shares
Class X preferred shares: 140,000 shares
(3) Monies to be paid upon the stock-for-stock exchange
Monies shall not be paid upon the stock-for-stock exchange.
3. Summary of the parties to the stock-for-stock exchange
Please refer to the Attachment for details of MHHD and MHFG.
4. Outline of the holding company after the stock-for-stock exchange
(1) Corporate name: Mizuho Financial Group, Inc.
(2) Business: Management and administration of subsidiary companies
pursuant to the Banking Law of Japan
(3) Registered office: 1-6-1, Marunouchi, Chiyoda-ku, Tokyo
(4) Representative: Terunobu Maeda, President & CEO
(5) Capital: Y1 trillion (Upon the time of the stock-for-stock
exchange, capital of Y999.5 billion to be added on to the
stated capital of Y500 million as of January 13, 2003.)
II. Execution of the corporate split agreement by and among MHHD, MHBK, and MHCB
1. Objective of the corporate split
MHBK and MHCB will jointly split off the Mizuho Asset Trust & Banking
Management Business, and MHHD will succeed the subject business by way of a
corporate split, as part of the implementation of the Business
Reorganization.
2. Summary of the corporate split
(1) Schedule for the corporate split
Board meeting for approval of the corporate
split agreement: January 14, 2003
Execution of the corporate split agreement: January 14, 2003
Execution of the corporate split: March 12, 2003 (scheduled date)
Registration of the corporate split: March 12, 2003 (scheduled date)
(2) Structure of the corporate split
In this corporate split, MHHD will be the succeeding company, and MHBK and
MHCB will be the split companies. This corporate split meets the
requirements for a simplified corporate split for MHHD, the succeeding
company, pursuant to Article 374-23, Paragraph 1 of the Commercial Code, and
will be carried out without obtaining approval for the corporate split
agreement in a shareholders meeting as provided for in Article 374-17,
Paragraph 1 of the Commercial Code.
(3) Allotment of shares
MHHD shares will be allotted to neither the shareholders of MHBK nor the
shareholders of MHCB, as MHHD, the succeeding company, holds all of the
issued and outstanding shares of MHBK and MHCB.
(4) Capital increase in conjunction with the corporate split
There will be no capital increase at the time of the corporate split.
(5) Monies to be paid upon the corporate split
Monies shall not be paid upon the stock-for-stock exchange.
(6) Rights and obligations to be transferred to MHHD
The rights and obligations to be transferred to MHHD will be the assets and
liabilities, all rights and obligations incidental thereto, and the
contractual status with regard to the Mizuho Asset Trust & Banking
Management Business of MHBK and MHCB. The obligations that will be
transferred to MHHD in accordance with the corporate split agreement shall
be transferred in a manner whereby the transferors shall be released from
the transferred obligations.
(7) Prospect of Performance on Obligations
MHHD has determined that, after the corporate split is executed, the split
companies (MHBK and MHCB) and the succeeding company (MHHD) are fully
expected to perform on all obligations within the prescribed term for the
subject obligations.
3. Summary of parties to the corporate split
Please refer to the Attachment for details of MHHD (the succeeding company),
MHBK (a split company) and MHCB (a split company).
4. Details of business to be transferred
(1) Contents of the Mizuho Asset Trust & Banking Management Business
"Mizuho Asset Trust & Banking Management Business" refers to the management
and administration of Mizuho Asset Trust & Banking Co., Ltd. conducted by
MHBK and MHCB.
(2) Assets and Liabilities of the Mizuho Asset Trust & Banking Management
Business
(Unit: Ybillion; figures current as of Jan. 14, 2003)
Assets Liabilities - Capital
Item Book value Item Book value
Fixed assets 297.3 Liabilities - Capital 297.3
Total 297.3 Total 297.3
III. Execution of the corporate split agreement by and between MHHD and MHFG
1. Objective of the corporate split
MHHD will split off the Trust Banking Subsidiary Company Management Business
and transfer the subject business to MHFG by way of a corporate split, as
part of the implementation of the Business Reorganization.
2. Summary of the corporate split
(1) Schedule for the corporate split
Board meeting for approval of the corporate
split agreement: January 14, 2003
Execution of the corporate split agreement: January 14, 2003
Class meetings for approval of the corporate
split agreement: February 3, 2003 (scheduled date)
Shareholders meeting for approval of
the corporate split agreement: February 5, 2003 (scheduled date)
Execution of the corporate split: March 12, 2003 (scheduled date)
Registration of the corporate split: March 12, 2003 (scheduled date)
(2) Structure of the corporate split
In this corporate split, MHHD will be the split company and MHFG will be the
succeeding company.
(3) Allotment of shares
No MHFG shares will be allotted to the shareholders of MHHD, as MHFG, the
succeeding company, will be the parent company (100% ownership) of MHHD.
(4) Capital decrease in conjunction with the corporate split
The amount of decrease of MHHD's capital at the time of the corporate split
will be Y130 billion.
(5) Monies to be paid upon the corporate split
Monies shall not be paid upon the corporate split.
(6) Rights and obligations to be transferred to MHFG
The rights and obligations to be transferred to MHFG will be the assets and
liabilities, all rights and obligations incidental thereto, and the
contractual status with regard to the Trust Banking Subsidiary Company
Management Business of MHHD. The obligations that shall be transferred to
MHFG in accordance with the corporate split agreement shall be transferred
in a manner whereby the transferor shall be released from the transferred
obligations.
(7) Prospect of Performance on Obligations
MHHD has determined that, after the corporate split is executed, the split
company (MHHD) and the succeeding company (MHFG) are fully expected to
perform on all obligations within the prescribed term for the subject
obligations.
3. Summary of parties to the corporate split
Please refer to the Attachment for details of MHHD (the split company) and
MHFG (the succeeding company).
4. Details of business to be transferred
(1) Content of the Trust Banking Subsidiary Company Management Business
"Trust Banking Subsidiary Company Management Business" refers to the
management and administration of MHHD's trust banking subsidiary company
conducted by MHHD.
(2) Assets and Liabilities of the Trust Banking Subsidiary Company Management
Business
(Unit: Ybillion; figures current as of Jan. 14, 2003)
Assets Liabilities - Capital
Item Book value Item Book value
Fixed assets 440.3 Liabilities - Capital 440.3
Total 440.3 Total 440.3
For inquiry: Public Relations
Mizuho Holdings, Inc.
+81-3-5224-2026
Attachment
Data as of end of September, 2002
(For MHFG: as of January 13,2003)
Corporate Name Mizuho Financial Group Inc. Mizuho Holdings, Inc.
("MHFG") ("MHHD")
Outline of Business Management and Administration of Management and Administration of
subsidiary companies pursuant to the subsidiary companies pursuant to the
Banking Law of Japan Banking Law of Japan
Date of January 8, 2003 September 29, 2000
Establishment
Location of Chiyoda-ku, Tokyo Chiyoda-ku, Tokyo
Head Office
Representative Terunobu Maeda, Terunobu Maeda,
President & CEO President & CEO
Capital (JPY) 500 million yen 2,572 billion yen
Outstanding Shares
Common Shares 4,000 shares 9,430,250.71 shares
First Series Class 1 preferred shares 33,000 shares
Second Series Class II preferred shares 100,000 shares
Third Series Class III preferred shares 100,000 shares
Fourth Series Class IV preferred shares 150,000 shares
Preferred Shares - Sixth Series Class VI preferred shares 150,000 shares
Seventh Series Class VII preferred shares 125,000 shares
Eighth Series Class VIII preferred shares 125,000 shares
Ninth Series Class IX preferred shares 140,000 shares
Tenth Series Class X preferred shares 140,000 shares
Shareholders' Equity 499.44 million yen 6,561.5 billion yen
Total Assets 499.66 million yen 7,629.9 billion yen
Fiscal Year End March 31 March 31
Number of Employees - 290
Common Shares
* The Dai-ichi Mutual Life Insurance Company (4.02%)
* Japan Trustee Services Bank, Ltd. (3.18%)
Percentage of (Trust account)
shares outstanding MHHD (100%) * The Master Trust Bank of Japan, Ltd (2.56%)
by Principal (Trust account)
Shareholders * Nippon Life Insurance Company (2.23%)
* The Yasuda Mutual Life Insurance Company (1.86%)
Preferred Shares
* The Resolution and Collection Corporation (100%)
Corporate Name Mizuho Bank Ltd. Mizuho Corporate Bank Ltd.
("MHBK") ("MHCB")
Outline of Banking Banking
Business
Date of June 7, 1897 May 7, 1923
Establishment
Location of Chiyoda-ku, Tokyo Chiyoda-ku, Tokyo
Head Office
Representative Tadashi Kudo Hiroshi Saito
President & CEO President & CEO
Capital (JPY) 470 billion yen 710 billion yen
Outstanding Shares
Common Shares 3,776,704,101 shares 5,653,556,612 shares
First Series Class I Second Series Class IV
preferred shares 14,190,000 shares preferred shares 64,500,000 shares
Second Series Class II Third Series Class 111
preferred shares 43,000,000 shares preferred shares 53,750,000 shares
Third Series Class II Fourth Series Class 111
preferred shares 43,000,000 shares preferred shares 53,750,000 shares
Fourth Series Class IV Fifth Series Class V
preferred shares 64,500,000 shares preferred shares 18,810,000 shares
Preferred Shares Fifth Series Class V Sixth Series Class V1
preferred shares 85,500,000 shares preferred shares 57,000,000 shares
Sixth Series Class VI Seventh Series Class VII
preferred shares 71,250,000 shares preferred shares 57,000,000 shares
Seventh Series Class Vll Eighth Series Class VIII
preferred shares 71,250,000 shares preferred shares 85,500,000 shares
Eighth Series Class VIII Ninth Series Class IX
preferred shares 18,200,000 shares preferred shares 121,800,000 shares
Ninth Series Class IX Tenth Series Class X
preferred shares 18,200,000 shares preferred shares 121,800,000 shares
Shareholders' Equity 2,154.8 billion yen 1,784.3 billion yen
Total Assets 71,231.1 billion yen 65,908.6 billion yen
Fiscal Year End March 31 March 31
Number of Employees 20,506 8,369
Percentage of
shares outstanding MHHD (100%) MHHD (100%)
by Principal
Shareholders
Company Name Mizuho Financial Group Inc.
Fiscal Years for FY ended for FY ended for FY ended
2001/3/31 2002/3/31 2002/9/30
Ordinary Income - - -
(Billions of Yen)
Net Business Profits
(Billions of Yen) - - -
Ordinary Profits
(Billions of Yen) - - -
Net Income - - -
(Billions of Yen)
Net Income Per - - -
Share (Yen)
Cash Dividends Per - - -
Share (Yen)
Total Shareholders'
Equity Per Share (Yen) - - -
Company Name Mizuho Holdings Inc.
Fiscal Years for FY ended for FY ended for FY ended
2001/3/31 2002/3/31 2002/9/30
Ordinary Income 114.0 123.0 11.4
(Billions of Yen)
Net Business Profits - - -
(Billions of Yen)
Ordinary Profits 99.2 100.0 0.3
(Billions of Yen)
Net Income 97.7 98.5 0.1
(Billions of Yen)
Net Income Per 9,404.65 8,286.55 20.64
Share (Yen)
Common Shares Y7,000 Common Shares Y3,500 Common Shares Y0
First Series Class 1 First Series Class 1 First Series Class 1
Preferred Shares Y22,500 Preferred Shares Y22,500 Preferred Shares Y0
Second Series Class II Second Series Class II Second Series Class II
Preferred Shares Y8,200 Preferred Shares Y8,200 Preferred Shares Y0
Third Series Class III Third Series Class III Third Series Class III
Preferred Shares Y14,000 Preferred Shares Y14,000 Preferred Shares Y0
Fourth Series Class IV Fourth Series Class IV Fourth Series Class IV
Preferred Shares Y47,600 Preferred Shares Y47,600 Preferred Shares Y0
Cash Dividends Fifth Series Class V Fifth Series Class V Sixth Series Class VI
Per Share (Yen) Preferred Shares Y7,500 Preferred Shares - Preferred Shares Y0
Sixth Series Class VI Sixth Series Class VI Seventh Series Class VII
Preferred Shares Y42,000 Preferred Shares Y42,000 Preferred Shares Y0
Seventh Series Class VII Seventh Series Class VII Eight Series Class VIII
Preferred Shares Y11,000 Preferred Shares Y11,000 Preferred Shares Y0
Eight Series Class VIII Eight Series Class VIII Ninth Series Class IX
Preferred Shares Y8,000 Preferred Shares Y8,000 Preferred Shares Y0
Ninth Series Class IX Ninth Series Class IX Tenth Series Class X
Preferred Shares Y17,500 Preferred Shares Y17,500 Preferred shares Y0
Tenth Series Class X Tenth Series Class X
Preferred Shares Y5,380 Preferred Shares Y5,380
Total Shareholders'
Equity Per Share (Yen) Y483,949.97 Y494,962.03 Y489,158.76
Company Name Mizuhu Bank Ltd.
Fiscal Years for FY ended for FY ended for FY ended
2001/3/31 2002/3/31 2002/9/30
Ordinary Income - - 640.7
(Billions of Yen)
Net Business Profits - - 205.4
(Billions of Yen)
Ordinary Profits
(Billions of Yen) - - 46.5
Net Income - - 17.7
(Billions of Yen)
Net Income Per - - 4.70
Share (Yen)
Common Shares Y0
First Series Class 1
Preferred Shares Y0
Second Series Class II
Preferred Shares Y0
Third Series Class II
Preferred Shares Y0
Fourth Series Class IV
Preferred Shares Y0
Cash Dividends Per - - Fifth Series Class V
Share (Yen) Preferred Shares Y0
Sixth Series Class VI
Preferred Shares Y0
Seventh Series Class VII
Preferred Shares Y0
Eight Series Class VIII
Preferred Shares Y0
Ninth Series Class IX
Preferred Shares Y0
Total Shareholders'
Equity Per Share (Yen) 346.81
Company Name Mizuho Corporate Bank Ltd
Fiscal Years for FY ended for FY ended for FY ended
2001/3/31 2002/3/31 2002/9/30
Ordinary Income - - 790.6
(Billions of Yen)
Net Business Profits - - 196.7
(Billions of Yen)
Ordinary Profits - - 44.8
(Billions of Yen)
Net Income - - 34.5
(Billions of Yen)
Net Income Per - - 6.12
Share (Yen)
Common Shares Y0
Second Series Class IV
Preferred Shares Y0
Third Series Class III
Preferred Shares Y0
Fourth Series Class III
Preferred Shares Y0
Cash Dividends Per Fifth Series Class V
Share (Yen) Preferred Shares Y0
Sixth Series Class VI
Preferred Shares Y0
Seventh Series Class VII
Preferred Shares Y0
Eight Series Class VIII
Preferred Shares Y0
Ninth Series Class IX
Preferred Shares Y0
Tenth Series Class X
Preferred Shares Y0
Total Shareholders'
Equity Per Share (Yen) 120.36
This information is provided by RNS
The company news service from the London Stock Exchange
END
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