Chuo Mitsui Trust : Notice regarding Execution of Merger Agreement among The Chuo Mitsui Trust and Banking Company, Limited, Chuo Mitsui Asset Trust and Banking Company, Limited, and The Sumitomo Trust and Banking Co., Ltd.
12/26/2011| 02:41am US/Eastern
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To whom it may concern
December 26, 2011
Sumitomo Mitsui Trust Holdings, Inc. (Securities Code: 8309
TSE, OSE, NSE)
The Chuo Mitsui Trust and Banking Company, Limited
Chuo Mitsui Asset Trust and Banking Company, Limited
The Sumitomo Trust and Banking Co., Ltd.
Notice regarding Execution of Merger Agreement among The Chuo
Mitsui Trust and Banking Company, Limited, Chuo Mitsui Asset
Trust and Banking Company, Limited, and The Sumitomo Trust
and Banking Co., Ltd.
Sumitomo Mitsui Trust Holdings, Inc. (President: Kazuo
Tanabe; hereinafter "SMTH") previously announced that it was
planned to effect a merger (hereinafter the "Merger") among
its wholly-owned subsidiaries, The Chuo Mitsui Trust and
Banking Company, Limited (President: Jun Okuno; hereinafter
"CMTB"), Chuo Mitsui Asset Trust and Banking Company, Limited
(President: Ken Sumida; hereinafter "CMAB"), and The Sumitomo
Trust and Banking Co., Ltd. (Chairman of the Board and
President: Hitoshi Tsunekage; hereinafter "STB"), and SMTH
hereby announces as follows that a merger agreement has been
executed by CMTB, CMAB, and STB today.
The Merger is subject to the approval of the relevant
authorities.
1. Outline of Merger
(1) Schedule of Merger
Execution of a merger agreement December 26, 2011
Effective date April 1, 2012 (2) Method of Merger
The method of the Merger will be absorption-type merger in
which STB will be the surviving
company, and CMTB and CMAB will be the extinct companies.
It is planned to change the trading name of STB to "Sumitomo
Mitsui Trust Bank, Limited" (hereinafter "SMTB") as of April
1, 2012.
(3) Description of allotment upon Merger
Because CMTB, CMAB, and STB are each wholly-owned
subsidiaries of SMTH, no allotment of shares or other assets
in STB (scheduled to be renamed to SMTB as of April 1, 2012)
will be made upon the Merger.
(4) Amount of capital stock and reserves
No increase will be made to the amount of capital stock or
reserves of STB (scheduled to be renamed to SMTB as of April
1, 2012) upon the Merger.
2. Status after Merger (planned) (1) Trading name
Sumitomo Mitsui Trust Bank, Limited
(2) Location of head office
4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(3) Representative
President: Hitoshi Tsunekage
(4) Business conducted
Trust business and banking business
(5) Capital stock
JPY 342.0 billion (no increase in capital stock upon the
Merger)
(6) End of fiscal year
March 31
(7) Total net assets
JPY 1,926.4 billion
(based on the simple sum of total net assets of CMTB, CMAB,
and STB as of March 31, 2011)
(8) Total assets
JPY 34,048.2 billion
(based on the simple sum of total assets of CMTB, CMAB, and
STB as of March 31, 2011)
(9) Balance of trust account
JPY 120,612.5 billion
(based on the simple sum of balances of trust account of
CMTB, CMAB, and STB as of March
31, 2011)
3. Outline of parties of Merger (as of March 31, 2011)
CMTB
(Extinct company upon Merger)
CMAB
(Extinct company upon Merger)
STB
(Surviving company upon Merger)
(1) Date of establishment
May 26, 1962
December 28, 1995
July 28, 1925
(2) Location of head
office
33-1, Shiba
3-chome,
Minato-ku, Tokyo
23-1, Shiba
3-chome,
Minato-ku, Tokyo
5-33, Kitahama
4-chome, Chuo-ku, Osaka
(3) Representative
President
Jun Okuno
President
Ken Sumida
Chairman of the
Board and President
Hitoshi Tsunekage
(4) Business conducted
Trust business and
banking business
Trust business and
banking business
Trust business and
banking business
(5) Number of employees
(Note)
6,376
651
6,110
(6) Domestic branches
67 branches
1 branch
51 branches
(7) Overseas branches
-
-
4 branches
(8) Capital stock
JPY 399.6 billion
JPY 11.0 billion
JPY 342.0 billion
(9) End of fiscal year
March 31
March 31
March 31
(10) Shareholders
SMTH (100%)
SMTH (100%)
SMTH (100%)
(11) Financial condition and financial results for the
last fiscal year (for the year ending March
2011)
Total net assets
JPY 736.6 billion
JPY 41.8 billion
JPY 1,147.9 billion
Total assets
JPY 13,791.9 billion
JPY 153.6 billion
JPY 20,102.7 billion
Balance of trust account
JPY 6,321.0 billion
JPY 32,111.0 billion
JPY 82,180.4 billion
Ordinary income
JPY 288.5 billion
JPY 43.5 billion
JPY 416.5 billion
Ordinary profit
JPY 65.0 billion
JPY 12.3 billion
JPY 72.0 billion
Net income
JPY 42.8 billion
JPY 6.6 billion
JPY 73.5 billion
Note: Number of employees includes permanent staff and
overseas local hires, and excludes
short-term contractors and temporary employees.
4. Effect on financial results
The Merger will have no effect on SMTH's earnings forecasts
for the fiscal year ending March 2012.
End
For further information, please contact:
IR Office, Sumitomo Mitsui Trust Holdings, Inc. Telephone:
+81-3-3286-8354
Facsimile: +81-3-3286-4654
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