Notice concerning Execution of an Agreement regarding the Share Exchanges between Kansai Mirai Financial Group, Inc. and both The Minato Bank, Ltd. and Kansai Urban Banking Corporation
November 14, 2017
Resona Holdings, Inc
Kansai Mirai Financial Group, Inc.
The Minato Bank, Ltd.
Kansai Urban Banking Corporation
Kansai Mirai Financial Group, Inc. ("Kansai Mirai Financial Group"), The Minato Bank, Ltd. ("Minato") and Kansai Urban Banking Corporation ("Kansai Urban") hereby announce that, at their respective board of directors meetings held today, they have respectively resolved to execute an agreement regarding share exchanges (the "Share Exchange Agreement") with (i) Kansai Mirai Financial Group as the wholly-owning parent company and Minato as the wholly-owned subsidiary and (ii) Kansai Mirai Financial Group as the wholly-owning parent company and Kansai Urban as the wholly-owned subsidiary, respectively (collectively, the "Share Exchanges"); and, furthermore, that they have executed the Share Exchange Agreement, as announced in the "Notice concerning a Business Integration between The Minato Bank, Ltd., Kansai Urban Banking Corporation and The Kinki Osaka Bank, Ltd." announced as of September 26, 2017 (including the partial amendment announced as of October 13, 2017; the "Business Integration Press Release").
The Share Exchanges are planned to be implemented on April 1, 2018, as the effective date, upon approval of the Share Exchange Agreement at (i) the respective extraordinary general meeting of shareholders of Minato and Kansai Urban to be held on December 26, 2017, and (ii) the general meeting of class shareholders of Kansai Urban concerning Kansai Urban's common stock and the general meeting of class shareholders of Kansai Urban concerning Kansai Urban's Class 1 preferred stock, both to be held on December 26, 2017.
The Share Exchanges will be implemented as part of a business integration of Minato, Kansai Urban and The Kinki Osaka Bank, Ltd. under Kansai Mirai Financial Group (the "Business Integration"). For further details of the Business Integration including the content of the Share Exchanges, please refer to the Business Integration Press Release.Download PDF File