Ichiyoshi Securities Co. Ltd. executed a basic merger agreement to acquire remaining 79.91% stake in Daihoku Securities Co., Ltd. from Tomoko Itoh, Hiro-o Yoshida, The Kita-Nippon Bank, Ltd., Bank of Iwate Ltd., The Tohoku Bank, Ltd. and other shareholders.
December 05, 2012 at 12:00 am EST
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Ichiyoshi Securities Co. Ltd. (TSE:8624) executed a basic merger agreement to acquire remaining 79.91% stake in Daihoku Securities Co., Ltd. from Tomoko Itoh, Hiro-o Yoshida, The Kita-Nippon Bank, Ltd. (TSE:8551), Bank of Iwate Ltd. (TSE:8345), The Tohoku Bank, Ltd. (TSE:8349) and other shareholders on December 5, 2012. The merger will be effected in such a manner that Ichiyoshi will be a surviving company and Daihoku will be liquidated. In the merger, Daihoku's shareholders will receive shares of Ichiyoshi. Tomoko Itoh is selling its 7.5% stake, Hiro-o Yoshida selling its 4.4% stake, Kita-Nippon Bank, Ltd. is selling 4.0% stake, Bank of Iwate, Ltd. selling its 4.0% stake, Yukiko Sasaki is selling its 3.1% stake, Kiyohiko Ohtsubo is selling its 2.8% stake, Kenichiro Murai is selling its 2.8% stake, Tohoku Bank., Ltd. is selling its 2.7% and Takahiro Terui 2.6% stake in Daihoku Securities Co., Ltd.
A formal merger agreement was executed on January 9, 2013. For every 3.33 shares held, Daihoku Securities's shareholders will receive 1 share of Ichiyoshi Securities. The merger will not lead to any change in the corporate name, head office location, corporate representative, business, capital stock and accounts-settlement date of Ichiyoshi.
For the period ending September 30, 2012, Daihoku Securities Co., Ltd. reported total assets of ¥1.09 billion, net assets of ¥836 million, sales of ¥59 million, negative operating income of ¥46 million and net loss of ¥43 million. The transaction has been approved by Board of Directors of Ichiyoshi Securities Co. Ltd. but still is subject to approval by shareholders of Daihoku Securities Co., Ltd. The transaction is subject to approval in shareholders meeting of Ichiyoshi Securities which will be held on January 31, 2013. The transaction is expected to close by March 4, 2013.
THE TOHOKU BANK, LTD. is a Japan-based regional bank mainly engaged in the banking, leasing and other financial businesses. The Bank operates in two business segments. The Banking segment is engaged in the provision of banking services such as deposit, loan, securities trading and investment, domestic and foreign currency exchange, bond consignment, agency service, loan guarantee, and counter sales of treasury bonds and other public bonds, and securities investment trust. The Leasing segment is engaged in the leasing and trading of various types of machinery. The others business provides cashing services and shopping services, and develops and sells computer software.
Ichiyoshi Securities Co. Ltd. executed a basic merger agreement to acquire remaining 79.91% stake in Daihoku Securities Co., Ltd. from Tomoko Itoh, Hiro-o Yoshida, The Kita-Nippon Bank, Ltd., Bank of Iwate Ltd., The Tohoku Bank, Ltd. and other shareholders.