notification of merger of bank subsidiaries, future ... · the merger has been planned under the...

11
1 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 refe rred 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, hereinafte r 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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Page 1: Notification of Merger of Bank Subsidiaries, Future ... · The merger has been planned under the premise of the passing of a resolution of a general meeting of shareholders for the

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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

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[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

Page 7: Notification of Merger of Bank Subsidiaries, Future ... · The merger has been planned under the premise of the passing of a resolution of a general meeting of shareholders for the

Overview of Bank Post-merger

and Future Business Strategy

August 26, 2016

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Chiba Chiba Prefecture

Tokyo

Saitama Saitama Prefecture

Overview of Bank Post-merger

2

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

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Overview and History of Subsidiary Banks

3

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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4

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