Head on this page.

Window close

February 26, 2013

To whom it may concern:

Company Name: Mizuho Financial Group, Inc.
Representative: Yasuhiro Sato President & CEO
Head Office: 2–5–1 Marunouchi Chiyoda–ku, Tokyo
(Code Number: 8411 TSE・OSE 1st Sec.)

Company Name: Mizuho Bank, Ltd.
Representative: Takashi Tsukamoto President & CEO
Head Office: 1–1–5 Uchisaiwaicho Chiyoda–ku, Tokyo

Company Name: Mizuho Corporate Bank, Ltd.
Representative: Yasuhiro Sato President & CEO
Head Office: 1–3–3 Marunouchi Chiyoda–ku, Tokyo

Signing of Merger Agreement between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd., Change in Trade Name of Mizuho Corporate Bank, Ltd. and Determination of Representative Director after Merger

Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) ("MHFG"), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) ("MHBK") and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) ("MHCB") announced on November 14, 2011 in the release titled "Memorandum of Understanding on Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd." that MHBK and MHCB decided to conduct a merger (the "Merger") by around the end of the first half of fiscal year 2013. MHFG, MHBK and MHCB also announced on March 30, 2012 in the release titled "Determination of Effective Date of Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd." that they determined that the effective date of the Merger (the "Scheduled Date of the Merger") shall be July 1, 2013. In addition, MHFG, MHBK and MHCB announced on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." that the representative director, etc. of MHCB as of the Scheduled Date of the Merger had been determined.

MHFG, MHBK and MHCB hereby announce that they have determined that MHBK and MHCB will, on the condition that, among other things, permission is obtained from the relevant authorities in Japan, conduct the Merger, and that MHBK and MHCB have signed a merger agreement (the "Merger Agreement") today. In addition, MHFG, MHBK and MHCB hereby announce that they have determined the change in MHCB's trade name on the condition that the Merger takes effect and determined additional representative directors of MHCB as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCB's general shareholders meeting and the resolution of MHCB's board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

1. Purpose of the Merger

Through the Merger, our group ("Mizuho") aims to become able to provide directly and promptly diverse and functional financial services to both MHBK and MHCB customers, utilizing the current "strengths" and "advantages" of MHBK and MHCB, and to continue to improve customer services by further enhancing group collaboration among the banking, trust and securities functions. At the same time, MHFG aims to realize further enhancement of the consolidation of group–wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.

In addition to the Merger, MHFG will continue to consider the possibility of a consolidation that includes Mizuho Trust & Banking Co., Ltd. (President & CEO: Takashi Nonaka).

2. Summary of the Merger

(1) Schedule of the Merger

Meetings of the board of directors for determination of the signing of the Merger Agreement February 26, 2013
Signing of the Merger Agreement February 26, 2013
General meetings of shareholders and the general meetings of class shareholders for approval of the Merger Agreement February 26, 2013
Effective date of the Merger July 1, 2013 (scheduled)

(2) Method of the Merger

An absorption–type merger, whereby MHCB will be the surviving company and MHBK will be the dissolving company

(3) Details of Allotment upon the Merger

MHFG holds all of the issued shares (excluding treasury stock) of each of MHBK and MHCB. Therefore, upon the Merger, MHCB (the surviving company in absorption–type merger) will not deliver to shareholders of MHBK (the dissolving company in absorption–type merger) shares or any other assets, as consideration for the Merger.

(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger

MHBK and MHCB have issued neither stock acquisition rights nor bonds with stock acquisition rights.

3. Change in Surviving Company's Trade Name

(1) New Trade Name

Mizuho Bank, Ltd.

(2) Scheduled Date of Change

July 1, 2013
Please note that MHCB's trade name will be changed on the condition that the Merger takes effect.

4. Determination of Representative Directors after the Merger (as of July 1, 2013)

You can scroll left and right with your finger to view the table contents.

Name New Title Current Title Other positions
Masaaki Kono Deputy President and Deputy President – Executive Officer (Representative Director) Managing Executive Officer Deputy President – Executive Officer of MHFG
Toshitsugu Okabe Deputy President and Deputy President – Executive Officer (Representative Director) Managing Executive Officer Deputy President and Deputy President – Executive Officer of MHFG
Yasuhiko Imaizumi Deputy President and Deputy President – Executive Officer (Representative Director) Managing Executive Officer Deputy President – Executive Officer of MHFG
Nobuhide Hayashi Deputy President and Deputy President – Executive Officer (Representative Director) Managing Director and Managing Executive Officer Deputy President and Deputy President – Executive Officer of MHFG
Hirohisa Kashiwazaki Deputy President and Deputy President – Executive Officer (Representative Director) Managing Executive Officer of MHBK  

Please see the announcement made on February 26, 2013 in the release titled "Re: Management Changes for the Mizuho Financial Group," regarding the change in MHCB's management as of April 1, 2013.
The content of the announcement made on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." has not been changed.

5. Outline of New Company

Trade Name Mizuho Bank, Ltd. (As described in 3. above, the trade name of MHCB, which is the surviving company in absorption–type merger, is scheduled to be changed on the effective date of the Merger.)
Location 3–3 Marunouchi 1–chome, Chiyoda–ku, Tokyo (Location of the head office of the current MHCB) After the completion of the "Otemachi 1–6 Project" Building (tentative name), located at 6, Otemachi 1–chome, Chiyoda–ku, Tokyo, which is now under construction and is scheduled to be completed after the effective date of the Merger, the location of the head office will be moved to the location of the new building.
Representative Yasuhiro Sato, President & CEO (representative director) (scheduled)
Purpose of Business Bank business
Capital JPY 1,404,065 million (Upon the Merger, neither the capital nor reserve will be increased.) (scheduled)

The organization after the Merger is described in Exhibit 1. In addition, the composition of directors, corporate auditors and executive officers after the Merger has been determined as described in Exhibit 2, which includes the announcement made on February 8, 2013 in the release titled "Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd." and the description made in 4. above.

6. Outlook

The Merger will not change the earnings estimates for the fiscal year ending March 31, 2013 announced by MHFG.
(For Reference) The Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 and the Consolidated Financial Results for the Fiscal Year ended March 31, 2012

You can scroll left and right with your finger to view the table contents.

MHFG (consolidated earnings estimate announced as of January 31, 2013)
  Net Income Net Income per Share of Common Stock
Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 JPY 500,000 million JPY 20.43
  • (Note)MHFG does not forecast earnings in respect of consolidated ordinary income or consolidated ordinary profits; and does not forecast earnings in respect of operating profits, since its statement of income has no such item.

You can scroll left and right with your finger to view the table contents.

  Ordinary Income Operating Profits Ordinary Profits Net Income
Consolidated Financial Results for the Fiscal Year ended March 31, 2012 JPY 2,715,674 million JPY 648,561 million JPY 484,519 million
  • (Note)Amounts generally referred to as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since MHFG's statement of income has no such item.

Top of Page