notification of merger of bank subsidiaries, future ... · the merger has been planned under the...
TRANSCRIPT
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August 26, 2016
To whom it may concern:
Notification of Merger of Bank Subsidiaries, Future Business Strategy, and Change of Trade Name
Tokyo TY Financial Group, Inc. (President Keizo Ajioka, hereinafter referred to as “Tokyo TYFG”), as announced in the
press release dated December 22, 2015 entitled “Plans for Intra-Group Reorganization Following Business Integration
(Share Exchange),” has promoted specific studies and preparations towards the conducting of a merger of Tokyo TYFG
wholly owned subsidiary The Tokyo Tomin Bank Co., Ltd. (President Takashi Sakamoto, hereinafter referred to as “Tokyo
Tomin Bank”), The Yachiyo Bank, Ltd. (President Hirokazu Tahara, hereinafter referred to as “Yachiyo Bank”), and
ShinGinko Tokyo, Inc. (President and CEO Hidenori Tsunehisa, hereinafter referred to as “ShinGinko Tokyo”).
Tokyo TYFG, at a meeting of the Board of Directors held today, under the premise of the acquisition of the approval of
the relevant authorities, etc., passed a resolution regarding the following matters relating to the merger of Tokyo Tomin Bank,
Yachiyo Bank, and ShinGinko Tokyo.
In addition, this press release is to announce that, in association with the change of trade names caused by the trilateral
merger, with the objective of ensuring unified trade names throughout the group, under the premise that a resolution to
change the Articles of Incorporation (change of trade name) is passed at a general meeting of shareholders, the Company
has passed a resolution to change the trade name.
Details
1. Objective of the Merger
The objective of the merger is to use the “strengths” and “features” of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko
Tokyo that have been cultivated over past years, to maximize the integration effect by proceeding from business integration
to merger, to enhance competitiveness and further development management efficiency, and by this, to establish a solid
management foundation that can further demonstrate our presence in the Tokyo Metropolitan Area, with a focus on Tokyo
and the northeast area of Kanagawa Prefecture.
Furthermore, through the enhancement of group governance and improvement of group management efficiency in the
future, so that we can further strengthen the integrated management of the group and optimize management resources such
as personnel and networks, and through the demonstration of true value as a mainstay in the regional financial sector,
thereby enabling us to become the number one local regional bank most loved by customers in the Tokyo Metropolitan
Area, the Company has decided to adopt a one bank system through trilateral merger.
Company: Tokyo TY Financial Group, Inc.
Representative: Keizo Ajioka, President
Code Number: 7173, First Section, Tokyo Stock Exchange
Inquiries: Arihito Suito, Manager, Corporate Planning Division
TEL: +81-3-5341-4301
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2. Overview of the Merger
(1) Merger Schedule
Merger Effective Date: May 1, 2018
The merger has been planned under the premise of the passing of a resolution of a general meeting of shareholders
for the merger of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko Tokyo, as well as the acquisition of the approval of
the relevant authorities, etc.
It should be noted that, should a serious event arise during the performance of the merger procedures that hinders the
execution of the merger, the schedule, procedures, and conditions, etc. may be changed upon consultation.
(2) Post-merger Situation
1. Trade Name: Kiraboshi Bank, Ltd.
(On the merger's date of effect, it is planned to change the trade name to one under Yachiyo Bank, which
will be the surviving company in the absorption merger)
* Origin of name: Sparkling. A sparkling star. The bank strives to make the dreams of its customers in
the Tokyo Metropolis shine even brighter. While sharp, the name carries a friendly nuance that intimates
the goals of our customers, drawing a strong connection to the next generation.
*The logo marks and bank colors, etc. will be announced when decided upon.
2. Location of Head Office: 3, Aoyama, Minato-ku, Tokyo (planned site of Tokyo Tomin Bank Head Office)
3. Business Content: Banking
4. Capital: JPY 43.7 billion
5. Member Associations: Regional Banks Association of Japan
6. Bank Code: 0137 (Current Tokyo Tomin Bank bank code)
7. Merger Method: Absorption merger in which Yachiyo Bank is to be the surviving company, and Tokyo Tomin Bank
and ShinGinko Tokyo are the absorbed companies.
8. Merger Price: As Tokyo TYFG holds all outstanding shares of Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko
Tokyo, Yachiyo Bank (the surviving company), at the time of the merger, shall not issue shares or moneys, etc. as the
price for the merger to the shareholders of Tokyo Tomin Bank and ShinGinko Tokyo (the absorbed companies).
9. System:
1) In addition to integrating the mission-critical systems of ShinGinko Tokyo with the mission-critical systems of Tokyo
Tomin Bank at the time of the merger, for the foreseeable future, the mission-critical systems of Tokyo Tomin Bank
and Yachiyo Bank will be connected by a relay system. Furthermore, subsystems will be integrated in succession.
2) Ultimately the mission-critical systems will be integrated into the joint system provided by NTT data and used by
Tokyo Tomin Bank. The timing of the integration will be announced upon determination.
10. Other Matters:
1) With regard to branches where the branch number and name are overlapping between the three banks, the branch
number and name of these will be changed prior to the merger to avoid such overlapping. Detailed information will be
announced upon determination.
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2) With regard to the Company, which is the holding company at the time of the merger, in addition to constructing an
appropriate management system for the entire group, will continue to flexibly support the expansion of business scope,
etc. in the future. It should be noted that there shall be no change to the head office address of the Company.
Please note that other matters relating to management structure after the merger, etc. shall be announced upon
determination.
<Overview of the Companies> Current as of March 31, 2016
(1) Name The Yachiyo Bank, Ltd.
(Surviving Company)
The Tokyo Tomin Bank
Co., Ltd.
(Absorbed Company)
ShinGinko Tokyo, Inc.
(Absorbed Company)
(2) Address 5-9-2, Shinjuku,
Shinjuku-ku, Tokyo
2-3-11, Roppongi,
Minato-ku, Tokyo
1-21-1 Nishi-shinjuku,
Shinjuku-ku, Tokyo
(3) Representative Hirokazu Tahara Takashi Sakamoto Hidenori Tsunehisa
(4) Business content Banking Banking Banking
(5) Capital JPY 43.734 billion JPY 55.620 billion*1
JPY 20.0 billion
(6) Establishment date December 6, 1924
(Foundation) December 12, 1951 April 1, 2004
*2
(7) Number of issued and
outstanding shares 14,858,000 39,585,000
*1 7,926,000
(8) Fiscal year-end March March March
(9) Number of employees 1,590 1,535 162
(10) Major shareholders
and their respective
shareholding ratio
Tokyo TYFG 100% Tokyo TYFG 100% Tokyo TYFG 100%
*1 With regard to the capital and number of issued and outstanding shares of Tokyo Tomin Bank, the amount after the capital increase of June 24, 2016
has been stated.
*2 The date that the Tokyo Metropolitan Government acquired all of the shares of BNP Paribas Private Bank Ltd. is given as the date on which
ShinGinko Tokyo was established. The date on which it was established as a corporation was April 5, 1999.
*3 The resolution for the merger at the companies was passed at meetings of the Board of Directors of Tokyo Tomin Bank and ShinGinko Tokyo on
August 25, and of Yachiyo Bank on August 26.
3. Regarding Future Business Strategy
The Company is continuing with the evolution from the business integration of the three subsidiary banks up until now to
the new stage of merger, and based on the latest business environment and changes to the competitive environment, etc.
under the management policy and overall strategy described below, shall establish a “Business Strategy Council” comprised
of external directors, and shall proceed with specific initiatives.
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(1) Management Policy
1. To permanently exist as a local regional bank through the provision of unique financial services
2. In order to contribute to our clients and the development of the local economy, to continue to strive earnestly while
taking full advantage of the features of the Tokyo Metropolitan Area
3. To place value on the “ideas” of our clients, the community, and staff, and to always be trusted and relied upon.
(2) Overall Strategy
1. Practical problem-solving and business support by serving a true financial intermediary function based on close
relationships with clients
2. Provision of consulting functions through the utilization of the expertise of the entire group by maintaining close
contact with wide-ranging clients as a local regional bank
3. Providing new value and developing new business areas by strengthening functions and building an expansive
network through the use of the features of the Tokyo Metropolitan Area
4. Strengthening management structure with a view towards the medium to long term
The Company group, as a banking group located in the Tokyo Metropolitan Area, in addition to serving a financial
intermediary function to local clients, shall aim to strengthen profitability by both expanding its consulting functions, etc.,
such as for solving problems and supporting the business of clients, and by providing a wide range of financial services, and
as a financial group for small and medium-sized enterprises and individuals, contributing to the development of the local
community through the provision of comprehensive financial services.
Please refer to the attached “Overview of Post-merger Bank and Future Business Strategy” for further details.
4. Regarding the Tokyo TYFG Change of Trade Name
(1) Objectives of the Change of Trade Name
Subsidiary banks of the Company group Tokyo Tomin Bank, Yachiyo Bank, and ShinGinko Tokyo shall change
their trade name in association with the trilateral merger; however, from the perspective of clarifying that it is the
holding company of the subsidiary banks, and unifying trade names across the group, on the premise that a resolution
is passed to change the Articles of Incorporation (change of trade name) at the general meeting of shareholders, it has
been decided to also change the trade name of the holding company, Tokyo TYFG. Details on the change to the
Articles of Incorporation shall be announced upon determination.
(2) New Trade Name
Tokyo Kiraboshi Financial Group, Inc.
(3) Date of Trade Name Change
May 1, 2018
*The trade name is scheduled to be changed on the same day that the merger of subsidiary banks takes effect.
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5. Development of systems for future readiness and response to merger
For the steady and smooth response to the merger, as a horizontal organization at the Company and the subsidiary banks,
we shall aim to establish a system for supporting the merger preparations, such as creating project teams in key areas. (Refer
to the attachment for details)
It should be noted that the “Consolidation Arrangement Meeting” has been decided to be integrated with the
Management Meeting.
6. Regarding the Future Business Outlook
The merger shall not change the earnings forecast for the period ending March 2017 announced by Tokyo TYFG.
End
[Inquiries]
Tokyo TY Financial Group, Inc.
Corporate Planning Division
The Tokyo Tomin Bank, Limited
Corporate Planning Division, Public and Investor Relations Office TEL +81-3-3505-2155
The Yachiyo Bank, Limited
Corporate Planning Division, Investor Relations Section TEL +81-3-3352-2295
ShinGinko Tokyo, Limited
Corporate Planning Division TEL +81-3-6302-3598
[Annex]
System Integration PT
Customer Support PT
Business Strategy Council
Business Strategy Committee
Corporate PlanningDivision
Business StrategyDivision
Com
mittees
Tokyo TY Financial Group, Inc. Organizational Chart
Partnership Promotion Office
General Meetingof Shareholders
Board of Directors
AuditorsBoard of
CorporateAuditors
Nomination andRemuneration
Meeting
Internal Audit Division Risk ManagementDivision
Club TY Promotion Office
Current as of August 26, 2016
Management Meeting
Compliance Committee
Risk Management Committee
Screen PT
Consolidation PromotionSubcommittee
Business PT
Consolidation ArrangementOffice
Overview of Bank Post-merger
and Future Business Strategy
August 26, 2016
Chiba Chiba Prefecture
Tokyo
Saitama Saitama Prefecture
Overview of Bank Post-merger
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Capital
3, Minami-aoyama, Minato-ku, Tokyo
May 1, 2018
Head office
Merger Effective Date
JPY 43.7 billion
Trade Name: Kiraboshi Bank, Ltd.*On the merger’s date of effect, it is planned to change the trade name to one under Yachiyo Bank, which will be the surviving company in the
absorption merger
� Origin of the new bank’s name
Sparkling. A sparkling star. The bank strives to make the dreams of its customers in the Tokyo Metropolis shine even brighter. While sharp, the name
carries a friendly nuance that intimates the goals of our customers, drawing a strong connection to the next generation.
Trade Name: Tokyo Kiraboshi Financial Group, Inc.
*On the merger’s date of effect, it is planned to change the trade name to one under the Tokyo TY Financial Group, Inc.
Holding Company
The Bank Post-merger
Branch NetworkOverview of Kiraboshi Bank
・ Tokyo 124 branches
・ Kanagawa Prefecture 36 branches
・ Saitama Prefecture 3 branches
・ Chiba Prefecture 1 branch
Total 164 branches
The largest branch network in Tokyo of
any regional financial institution
Group Post-merger
Kanagawa Kanagawa Prefecture
Tokyo Tomin Bank Yachiyo Bank ShinGinko Tokyo
Overview and History of Subsidiary Banks
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Kiraboshi Bank
(3 banks combined)
Tokyo Tomin
BankYachiyo Bank ShinGinko Tokyo
Head Office
Address
3, Minami-aoyama,
Minato-ku, Tokyo
2-3-11, Roppongi,
Minato-ku,
Tokyo
5-9-2, Shinjuku,
Shinjuku-ku,
Tokyo
1-21-1 Nishi-
shinjuku,
Shinjuku-ku,
Tokyo
Capital JPY 43.7 billion JPY 55.6 billion*1
JPY 43.7 billion JPY 20.0 billion
Total Assets JPY 5,575.3 billion JPY 2,791.9 billion JPY 2,324.2 billion JPY 459.1 billion
Net Assets JPY 260.1 billion JPY 90.4 billion JPY 109.6 billion JPY 60.0 billion
Deposits JPY 4,808.4 billion JPY 2,390.4 billion JPY 2,124.5 billion JPY 293.4 billion
Loans and Bills
DiscountedJPY 3,582.2 billion JPY 1,842.1 billion JPY 1,517.5 billion JPY 222.5 billion
No. of
Employees3,287 1,535 1,590 162
No. of Branches
(including
manned offices)164 78 85
*21
*1. With regard to the capital of Tokyo Tomin Bank, the amount after the capital increase of June 24, 2016 has been stated.
*2. Includes the Yokohama-Nighiguchi Branch that was opened in April 2016.
*3. The date that the Tokyo Metropolitan Government acquired all of the shares of BNP Paribas Private Bank Ltd. is given as the date on which
ShinGinko Tokyo was established. The date on which it was established as a corporation was April 5, 1999.
Figures current as of March 31, 2016Dec. 1924 Founding of Chosetsusha Residences and Land Credit Purchase
Association Limited
(Later changed to Yachiyo Bank via Yachiyo Shinkin Bank)
Dec. 1951 Establishment of Tokyo Tomin Bank
Apr. 1991 Establishment of Yachiyo Bank
Apr. 2004 Establishment of ShinGinko Tokyo*3
Oct. 2014 Business integration of Tokyo Tomin Bank and Yachiyo Bank
Establishment of Tokyo TY Financial Group
Sept. 2015 Final agreement regarding business integration between Tokyo TY
Financial Group and ShinGinko Tokyo
Execution with Tokyo Metropolitan Government of “Agreement on a
Comprehensive Affiliation for Industrial Development in Tokyo”
Dec. Resolution to proceed with concrete reviews and preparations
towards a trilateral merger of Tokyo Tomin Bank, Yachiyo Bank, and
ShinGinko Tokyo
Mar. 2016 Execution with the Tokyo Metropolitan Small and Medium
Enterprise Support Center of “Memorandum on Business Affiliation
and Collaboration”
Apr. Business integration of Tokyo TY Financial Group and ShinGinko
Tokyo
Apr. Execution with Tokyo Foundation for Employment Services of
“Agreement on Hiring and Employment Support”
May Execution with Tokyo Metropolitan Industrial Technology Research
Institute of “Agreement on Business Affiliation”
May “Tokyo TY Business Interchange 2016” held by three banks
Jun. Execution with Sumitomo Mitsui Trust Bank of “Business and Capital
Alliance”
Overview of Subsidiary Banks History
Merger Planned for May 1, 2018
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Management Policy and Overall Strategy
Management
Policy
To permanently exist as a local regional bank through the provision of unique financial services
In order to contribute to our clients and the development of the local economy, to continue to strive earnestly
while taking full advantage of the features of the Tokyo Metropolitan Area
To place value on the “ideas” of our clients, the community, and staff, and to always be trusted and relied upon
Management
Philosophy
A financial group for small and medium-sized enterprises and individuals, contributing to the development of the local community
through the provision of comprehensive financial services
Overall
Strategy
1. Practical problem-solving and business support by
serving a true financial intermediary function
based on close relationships with clients
3. Providing new value and developing new business
areas by strengthening functions and building an
expansive network through the use of the features
of the Tokyo Metropolitan Area
2. Provision of consulting functions through the
utilization of the expertise of the entire group by
maintaining close contact with wide-ranging clients
as a local regional bank
4. Strengthening management structure with a view
towards the medium to long term
A sparkling and
shining bank
A sparkling and
shining bank
A bank that takes on
challenges
A bank that takes on
challenges
A bank that listens to
ideas
A bank that listens to
ideas
(Note) “Tokyo Metropolitan Area” refers to the area centering around Tokyo and northeast Kanagawa Prefecture
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Specific Initiatives
Specific
Initiatives
Practical Measures
Providing new value and developing new
business areas by strengthening functions
and building an expansive network through
the use of the features of the Tokyo
Metropolitan Area
Strengthening management structure with
a view towards the medium to long term
Overall Strategy Content
August 2016, appointment of external directors, proposals for business
strategy from a flexible and wide-ranging perspective, consideration of
new measures
Practical problem-solving and business
support by serving a true financial
intermediary function based on close
relationships with clients
・・・・ Client surveys to be conducted from September 2016
・・・・ Gain an understanding of the relationship situation and needs of
clients, and to reflect these in various measures
Understanding the needs of clients, and
reflecting these in our actions
Understanding the needs of clients, and
reflecting these in our actions
Provision of consulting functions through
the utilization of the expertise of the entire
group by maintaining close contact with
wide-ranging clients as a local regional
bank
・・・・ From July 2016, established a trilateral action system, and organized a
group consisting of 12 persons
・・・・ Considering expanding the group in the future, and turning it into a
separate company by March 2017
Considering expanding on the trust know-how of ShinGinko Tokyo
Enhancing support for small and medium-sized businesses in Asia with a
focus on China (local subsidiary) and Thailand (dispatch of staff to
partner banks), etc.
Expansion of business alliance with
Sumitomo Mitsui Trust Bank
Expansion of business alliance with
Sumitomo Mitsui Trust Bank
Partnership scheme performed at Yachiyo Bank also deployed at Tokyo
Tomin Bank (June 2016)
Enhancing various types of cooperation with
Tokyo (Agreement on a Comprehensive
Affiliation) and Kanagawa Prefecture, etc.
Enhancing various types of cooperation with
Tokyo (Agreement on a Comprehensive
Affiliation) and Kanagawa Prefecture, etc.
Support for small and medium-sized
businesses in Asia
Support for small and medium-sized
businesses in Asia
Partnerships with Tokyo Metropolitan Small and Medium Enterprise Support Center (March
2016), Tokyo Foundation for Employment Services (April 2016), Tokyo Metropolitan Industrial
Technology Research Institute (May 2016), etc.
Establishment of Business Strategy CouncilEstablishment of Business Strategy Council
Establishment of
Tokyo TY Consulting Group
Establishment of
Tokyo TY Consulting Group
Research into separate establishment of
a consulting group
Research into separate establishment of
a consulting group
Enhancing solutions through
the use of trusts
Enhancing solutions through
the use of trusts
Using expertise to develop businessUsing expertise to develop business Aggressive business expansion in the medical welfare and real estate fields
Cultivation of human resources
selected and trusted by clients
Cultivation of human resources
selected and trusted by clients
Using creativity and ingenuity to solve problems, cultivating human
resources that can consistently face challenges, and being chosen by
clients and earning their trust