Announcement Regarding Absorption-Type Merger (Simplified Merger (kan'i gappei)/Abbreviated Merger (ryakushiki gappei)) of Wholly-Owned Subsidiary, Kansai Mirai Financial Group, Inc.
November 10, 2023
Resona Holdings, Inc.
Resona Holdings, Inc. (President Masahiro Minami) resolved at its board of directors meeting held today to merge and absorb its wholly-owned subsidiary, Kansai Mirai Financial Group, Inc. (President Kazuhiro Nishiyama) into the Company, effective as of April 1, 2024 (the "Merger"), subject to obtaining approval from the relevant authorities, and signed the merger agreement for the Merger.
Please note that the Merger is an absorption-type merger involving the Company's wholly-owned subsidiary, and that some disclosure items and contents have been omitted.
1. Purpose of the Merger
The purpose of the Merger is to establish an optimal organizational structure to evolve into the next stage of "strengthen Group governance," which is a measure to contribute to "further strengthening the consolidated management of Group companies" set forth in the Company's Medium-term Management Plan.
2. Summary of the Merger
(1) Schedule of the Merger
| Date of resolution by the board of directors to approve the merger agreement (Kansai Mirai Financial Group, Inc.) | November 9, 2023 |
|---|---|
| Date of resolution by the board of directors to approve the merger agreement (the Company) | November 10, 2023 |
| Date of signing the merger agreement | November 10, 2023 |
| Effective date of the Merger (planned) | April 1, 2024 |
- (Note)The Merger falls under a simplified merger (kan'i gappei) as stipulated in Article 796, paragraph (2) of the Companies Act for the Company, and falls under an abbreviated merger (ryakushiki gappei) as stipulated in Article 784, paragraph (1) of the same Act for Kansai Mirai Financial Group, Inc. Therefore, the Merger will be carried out without obtaining approval from the general meeting of shareholders for the merger agreement in both companies.
(2) Method of the Merger
The Merger is an absorption-type merger (simplified merger/abbreviated merger) with the Company as the surviving company and Kansai Mirai Financial Group, Inc. as the disappearing company.
(3) Allocation related to the Merger
Since the Company owns all the shares of Kansai Mirai Financial Group, Inc., there will be no allocation of shares or other monetary assets upon the Merger.
(4) Handling of share options and corporate bonds with share options of the disappearing company
N/A
3. Overview of the Parties to the Merger (as of March 31, 2023)
The Surviving Company in the Absorption-Type Merger
| Corporate Name | Resona Holdings, Inc. | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Location | 1-5-65, Kiba, Koto-ku, Tokyo | ||||||||||||||||||||
| Title and Name of Representative | Director, President and Representative Executive Officer: Masahiro Minami | ||||||||||||||||||||
| Description of Business |
The purposes of the company shall be to engage in the following business as a bank holding company:
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| Stated Capital | 50,552 million yen | ||||||||||||||||||||
| Date of Incorporation | December 12, 2001 | ||||||||||||||||||||
| Number of Issued Shares | 2,377,665,966 shares(*) | ||||||||||||||||||||
| Fiscal Year-End | March 31 | ||||||||||||||||||||
| Number of Employees | 19,283 (consolidated) | ||||||||||||||||||||
| Major Shareholders and Shareholding Ratio(**) |
|
The Disappearing Company in the Absorption-Type Merger
| Corporate Name | Kansai Mirai Financial Group, Inc. | ||
|---|---|---|---|
| Location | 2-2-1, Bingomachi, Chuo-ku, Osaka-shi, Osaka | ||
| Title and Name of Representative | Representative Director, President and Executive Officer: Kazuhiro Nishiyama | ||
| Description of Business |
The purposes of the company shall be to engage in the following business as a bank holding company:
|
||
| Stated Capital | 29,589 million yen | ||
| Date of Incorporation | November 14, 2017 | ||
| Number of Issued Shares | 372,500,934 shares | ||
| Fiscal Year-End | March 31 | ||
| Number of Employees | 5,388 (consolidated) | ||
| Major Shareholders and Shareholding Ratio(**) |
|
Financial Position and Operating Results for the Last Year
(Unit: millions of yen, unless otherwise specified)
| Resona Holdings, Inc. (Consolidated) | Kansai Mirai Financial Group, Inc. (Consolidated) | |
|---|---|---|
| Fiscal Year-End | Fiscal year ended March 2023 | Fiscal year ended March 2023 |
| Consolidated Net Assets | 2,534,052 | 509,273 |
| Consolidated Total Assets | 74,812,710 | 14,046,034 |
| Net Assets per Share (Unit: yen) |
1,065.31 | 1,367.07 |
| Consolidated Ordinary Income | 867,974 | 186,542 |
| Consolidated Ordinary Profits | 227,690 | 29,148 |
| Net Income Attributable to Owners of Parent | 160,400 | 22,272 |
| Consolidated Net Income per Share of Common Stock (Unit: yen) | 67.49 | 59.79 |
4. Situation after the Merger
The corporate name, location, representative's title and name, description of business, stated capital, and fiscal year-end of the Company after the Merger will remain unchanged from those before the Merger.
5. Impact on Operating Results
Since the Merger is the merger of the Company's wholly-owned subsidiary, the impact on the Company's consolidated business results will be minor.
(Reference) The Company's consolidated earning target for the current year (announced on May 12, 2023) and its consolidated operating results for the previous year
(Unit: millions of yen)
| Net Income Attributable to Owner of Parent | |
|---|---|
| Consolidated earning target for the current year (Fiscal year ending March 2024) | 150,000 |
| Consolidated operating results for the previous year (Fiscal year ended March 2023) | 160,400 |
- (*)On July 31, 2023, the Company cancelled 15,351,300 ordinary shares, and the number of issued shares after the cancellation is 2,362,314,666 shares.
- (**)The shareholding ratio is calculated after deducting treasury shares.