TOKAI TOKYO FINANCIAL HOLDINGS, INC. Press Release
5-1, NIHONBASHI 2-CHOME,CHUO-KU, TOKYO 103-6130 JAPAN
Note: This English translation is for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.
We assume no responsibility for this translation or for direct, indirect or any other form of damage arising from the translation.
(TSE, NSE: 8616) October 29,2021
Re: A Merger Between Our Consolidated Subsidiaries
(Tokai Tokyo Securities and ACE Securities)
We, Tokai Tokyo Financial Holdings, Inc., (the Company, hereafter) are pleased to announce that Tokai Tokyo Securities Co., Ltd. (Tokai Tokyo Securities, hereafter) and ACE Securities Co., Ltd. (ACE Securities, hereafter), both as our wholly owned subsidiaries, decided to effect the merger (the Merger, hereafter) between themselves in the form of absorption merger with Tokai Tokyo Securities as a surviving company. Tokai Tokyo Securities passed the resolution at its Board of Directors Meeting held on October 27, whereas the Company and ACE Securities did the same at each Board of Directors Meeting held today. Please note that we have omitted some part of the disclosure concerning the Merger as per the relevant disclosure requirements since the Merger will take place between our wholly owned subsidiaries. Further, ACE Securities, which expires after the Merger, falls into a category of Specified Subsidiary of the Company.
1.The objective
We aim to both improve the customer service and increase and maintain our corporate value effectively.
2. The Outline of the Merger
(1) Schedule:
•The date of passing resolution at respective Board of Directors Meetings concerning the Merger: at Tokai Tokyo Securities: October 27, 2021
at the Company and ACE Securities: October 29, 2021
•The date of the Merger agreement execution: October 29, 2021
•The date of approval on the Merger to be confirmed by the Shareholders' Meetings of both Tokai Tokyo Securities and ACE Securities: Sometime in March 2022 (Planned)
•Date of the Merger: May 1, 2022 (Planned)
(2) Method of the Merger:
An absorption merger wherein Tokai Tokyo Securities will be the surviving company and ACE Securities will be the absorbed company.
(3) Details of allotments relating to the Merger:
No shares or other pecuniary interests will be allocated through the Merger.
- Treatment of stock acquisition rights and bonds with share option of the absorbed company: Not applicable.
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3. Outline of the parties involved in the Merger (as of October 29, 2021)
Surviving company | Absorbed company | ||
(1) | Company name | Tokai Tokyo Securities Co., Ltd. | ACE Securities Co., Ltd. |
(2) | Headquarters | 7-1, Meieki 4-chome, | 6-11, Honmachi 2 Chome, |
Nakamura-ku,Nagoya-City, | Chuoku, Osaka City, Osaka, | ||
Aichi, Japan | Japan | ||
(3) | President and Representative | Masataka Sato | Yoshinori Deguchi |
Director | |||
(4) Business | Financial Instruments Business | Financial Instruments Business | |
Operator | Operator | ||
(5) | Paid-in capital | Yen 6,000,000 Thousand | Yen 8,831,125 Thousand |
(6) | Date of incorporation | October 8, 2008 | February 21, 1931 |
(7) | Number of shares issued | 120 Thousand | 4,987 Thousand |
(8) | End of fiscal year | March 31 | March 31 |
(9) | Major shareholders/ | Tokai Tokyo Financial Holdings, | Tokai Tokyo Financial Holdings, |
ownership ratio | Inc. /100% | Inc. /100% |
4. Outline of Tokai Tokyo Securities after the Merger | |||
(1) | Company name | Tokai Tokyo Securities Co., Ltd. | |
(2) | Headquarters | 7-1, Meieki 4-chome,Nakamura-ku,Nagoya-City, | |
Aichi, Japan | |||
(3) | President and Representative Director | Masataka Sato | |
(4) | Business | Financial Instruments Business Operator | |
(5) | Paid-in capital | Yen 6,000,000 Thousand | |
(6) | Date of incorporation | October 8, 2008 | |
(7) | Number of shares issued | 120 Thousand | |
(8) | End of fiscal year | March 31 | |
(9) | Major shareholders/ ownership ratio | Tokai Tokyo Financial Holdings 100% |
5. Matters constituting the ownership change of subsidiaries
(1) The reason for the change
Accompanying the execution of the Merger agreement, we and ACE Securities decided on the transfer of
43.6% share-holding equity in Maruhachi Securities Co., Ltd. (security code:8700, located at 2 Chome 4 Banchi, Shinsakaemachi, Nakaku, Nagoya City, Aichi, Japan, hereafter referred to as Maruhachi Securities) that ACE Securities currently possesses. Further decided was that the subject transfer shall be made as payment of a qualified dividend in kind to the Company. The subject decision was made by the Company at its Management Meeting held on October 25. Similarly, ACE Securities, at its Directors Meeting held today, decided on the same matter. Consequently, we, Tokai Tokyo Financial Holdings, will own directly 43.6% of outstanding shares of Maruhachi Securities, which constitutes a change to our subsidiary possession.
(2) Scheduled actions related to the change in subsidiary ownership
•Management Meeting at Tokai Tokyo Financial Holdings: October 25, 2021
•The Board of Directors Meeting of ACE Securities: October 29, 2021
•The General Meeting of Shareholders of ACE Securities: November 1, 2021 (Planned)
•Effectuation date of the payment of a dividend in kind: November 15, 2021 (Planned)
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6. Other Matter:
Since the Merger takes place between the Company's wholly-owned consolidated subsidiaries, we estimate that the impact of the Merger on our consolidated financial standing would be insignificant.
(end)
Contact: +81-(0)3-3517-8618, Corporate Communications, Tokai Tokyo Financial Holdings, Inc.
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Tokai Tokyo Financial Holdings Inc. published this content on 29 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2021 08:28:04 UTC.
