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Mizuho Financial Group 6-K 2016

Documents found in this filing:

  1. 6-K
  2. Graphic
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Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2016

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-            .

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 13, 2016
Mizuho Financial Group, Inc.
By:  

/s/ Koichi Iida

Name:   Koichi Iida
Title:   Managing Executive Officer / Group CFO


July 13, 2016

Mizuho Financial Group, Inc.

The Dai-ichi Life Insurance Co., Ltd.

DIAM Co., Ltd.

Mizuho Trust & Banking Co., Ltd.

Mizuho Asset Management Co., Ltd.

Shinko Asset Management Co., Ltd.

Signing of Integration Agreement among Asset Management Companies

DIAM Co., Ltd. (President & CEO: Yasumasa Nishi) (“DIAM”), Mizuho Trust & Banking Co., Ltd. (President & CEO: Takeo Nakano) (“MHTB”), Mizuho Asset Management Co., Ltd. (President & CEO: Hidetake Nakamura) (“MHAM”), and Shinko Asset Management Co., Ltd. (President & CEO: Shuichi Goto) (“Shinko Asset Management”) (collectively, the “Integrating Companies”) have been proceeding with discussions and preparations for the integration of their asset management functions (the “Integration”) pursuant to the memorandum of understanding on the integration dated September 30, 2015. In this regard, we are pleased to announce that the Integrating Companies today entered into Integration Agreement, after obtaining approval by resolutions adopted by their respective boards of directors. The Integration will become effective subject to approval by the relevant authorities.

 

1.      Summary of Integration Agreement
     -    Effective date of the Integration:      October 1, 2016
     -    Method of the Integration:      The Integration will be implemented through the following steps: (i) a merger between MHAM as surviving company and Shinko Asset Management as disappearing company; (ii) a company split between MHTB as splitting company and MHAM (after the merger in (i) above) as successor company whereby rights and obligations attributed to Asset Management Division of MHTB will be transferred to MHAM; and (iii) a merger between DIAM as surviving company and MHAM as disappearing company.
     -    Company name:      Asset Management One Co., Ltd.
     -    Stated capital:      JPY 2 billion
     -    Location of the head office:      1-8-2 Marunouchi, Chiyoda-ku, Tokyo
     -    Representative:      Yasumasa Nishi


     -    Shareholders:      Economic interests:
      

Mizuho Financial Group, Inc. – 70%

      

Dai-ichi Life Holdings, Inc. (*) – 30%

       Voting rights:
      

Mizuho Financial Group, Inc. – 51%

      

Dai-ichi Life Holdings, Inc. (*) – 49%

       (*) A change in the company name is expected on October 1,
       2016 from The Dai-ichi Life Insurance Co., Ltd., subject to approval by the relevant authorities.
     -    Corporate Governance Structure:      Company with Audit & Supervisory Committee
     -    Expected directors, executive officers:      See Exhibit 1 below
2.      Expected organizational chart:      See Exhibit 2 below
3.      Expected company logo     

 

LOGO

Our aim through the Integration is to become the number one asset management company in terms of customer trust by providing a higher level of satisfaction, and also to become the number one asset management company in Asia that is competitive with the largest global asset management firms. The logo of the new company symbolizes this aim with a powerful representation of the Arabic numeral “1”, with the curve to the top right depicting our aspiration for further development and upward advancement.


Based on the strong commitment of Mizuho Financial Group, Inc. (“Mizuho”) and The Dai-ichi Life Insurance Company, Limited (“Dai-ichi Life”) to strengthen and develop their respective asset management businesses, the new company will aim to achieve significant development as a global asset management company, providing its customers with solutions of the highest standards by combining the asset management-related knowledge and experience accumulated and developed by each Integrating Company over many years, and taking full advantage of collaboration with both the Mizuho group and the Dai-ichi Life group. In order to establish a highly independent and transparent management framework, the new company’s independent outside directors (Audit & Supervisory Committee members) will include professionals with a high level of expertise in the areas of asset management, legal affairs and accounting. In addition, the new company will fulfill its fiduciary duties as a professional asset management firm and provide services and products that truly benefit its customers. Through these efforts, the new company aims to become the most trusted and valued asset management company — meeting the needs of pension funds and corporate customers in terms of diversification and sophistication of their investments, as well as encouraging a shift “from saving to investment” in Japan through providing individual customers with high-quality products and services.

-End-

 

Contact for inquiries regarding this matter:
Mizuho Financial Group, Corporate Communications Department +81-3-5224-2026
The Dai-ichi Life Insurance, Public Relations Department              +81-50-3780-3235
(or -3256 or -3257)                                    


[Reference] Overview of Integrating Companies

 

         
(1)Company name    DIAM Co., Ltd.    Mizuho Trust & Banking Co., Ltd.    Mizuho Asset Management Co., Ltd.    Shinko Asset Management Co., Ltd.
         
(2)Head office    3-3-1 Marunouchi, Chiyoda-ku, Tokyo    1-2-1 Yaesu, Chuo-ku, Tokyo    3-5-27 Mita, Minato-ku, Tokyo    1-17-10 Nihombashi,Chuo-ku, Tokyo
         
(3)President & CEO    Yasumasa Nishi    Takeo Nakano    Hidetake Nakamura    Shuichi Goto
         
(4)Principal business    Investment advisory and investment trust management business    Trust and banking business    Investment advisory and investment trust management business    Investment advisory and investment trust management business
         
(5)Capital    JPY2billion    JPY247.369billion    JPY2.045billion    JPY4.524billion
         
(6)Date of establishment    July 1, 1985    May 9, 1925    May 26, 1964    June 14, 1961
         

(7)Number of employees

(as of 2016/3/31)

   436   

3,240

(210 in asset management function)

   236    204
         

(8)Major shareholders

(shareholding ratio)

(as of 2016/3/31)

  

Mizuho Financial Group (50.0%)

Dai- ichi Life Insurance (50.0%)

   Mizuho Financial Group (100.0%) excluding treasury shares   

Mizuho Financial Group (100.0%)

excluding treasury shares

  

Mizuho Securities (77.0%)

Mizuho Bank (10.0%)

Mizuho Securities Research & Consulting (7.6%)

         

(9)Asset under management

(as of 2016/3/31)

  

Investment Trust

JPY6.1805trillion

Investment advisory

JPY10.7692trillion

  

Investment advisory

JPY26.7353trillion

  

Investment Trust

JPY2.5179trillion

Investment advisory

JPY2.2324trillion

  

Investment Trust

JPY4.2026trillion

Investment advisory

JPY112.0billion

         

(10)Business result

(Fiscal 2015)

  

Operating revenue JPY39.5billion

Ordinary income

JPY7.7billion

Net income

JPY5.1billion

  

Ordinary revenue JPY194.2billion

Ordinary income

JPY58.8billion

Net income

JPY40.4billion

  

Operating revenue JPY22.4billion

Ordinary income

JPY2.6billion

Net income

JPY1.7billion

  

Operating revenue JPY39.5billion

Ordinary income

JPY5.6billion

Net income

JPY3.7billion


[Exhibit 1] Expected directors, executive officers (as of 2016/10/1)

 

New Position    Name    Current Position
     
President & CEO    Yasumasa Nishi   

President & CEO

DIAM

     

Director

Managing Executive Officer

Head of Institutional Marketing Division

   Toru Noguchi   

Senior Executive Vice President

DIAM

     

Director

Managing Executive Officer

Head of Risk Management Division

   Masamichi Ishikawa   

Executive Officer

Mizuho Financial Group

     

Director

Managing Executive Officer

Head of Planning Division

   Yasutaka Yamada   

Executive Director

DIAM

     

Director

Member of Audit and Supervisory Committee

   Satoshi Kato   

Executive Vice President

DIAM

     

Director

Member of Audit and Supervisory Committee

   Noboru Iwamatsu   

Auditor

Mizuho Asset Management

     

Director (not full-time)

Member of Audit and Supervisory Committee

   Yuji Kage   
     

Director (not full-time)

Member of Audit and Supervisory Committee

   Shozo Fujita   
     

Director (not full-time)

Member of Audit and Supervisory Committee

   Masami Hashimoto   
     

Managing Executive Officer

Head of Investment Trust Marketing Division

   Hiroshi Yuki   

Director & Senior Managing Executive Officer

Shinko Asset Management

     

Managing Executive Officer

Head of Investment Division

   Akitoshi Masuda   

Executive Officer

DIAM

     

Managing Executive Officer

Head of Global Business Division

   Hajime Fukuzawa   

Executive Vice President

DIAM

     

Managing Executive Officer

Head of Product Division

   Shigeo Kanzaki   

Senior Executive Officer

Shinko Asset Management

     

Managing Executive Officer

Co-Head of Institutional Marketing Division

   Akihiro Ono   

General Manager, Pension Business Consulting Department

Mizuho Trust & Banking


New Position    Name    Current Position
     

Executive Officer

Head of IT & Systems, Operations Division

   Hiroshi Yabuta   

General Manager, Index Strategy Fund Management Department

Mizuho Trust & Banking

     

Executive Officer

Deputy-Head of IT & Systems, Operations Division

   Kiwao Shibamoto   

Group Leader, IT Planning & Control Group

DIAM

     

Executive Officer

Deputy-Head of Risk Management Division

   Shigenori Kawamoto   

Executive Officer

DIAM

     

Executive Officer

Deputy-Head of Investment Trust Marketing Division

   Yoshitaka Yoshino   

Executive Officer

Mizuho Asset Management

     

Executive Officer

Deputy-Head of Investment Division

   Nobutaka Aoki   

General Manager, Active Strategy Fund Management Department

Mizuho Trust & Banking

     

Executive Officer

Deputy-Head of Planning Division

   Ryuji Fujiwara   

Group Leader, Corporate Planning Group

DIAM

     

Executive Officer

Deputy-Head of Investment Division

   Motonobu Hoshino   

Chief General Manager, Investment Solutions Department

DIAM


[Exhibit 2] Expected organizational chart (as of 2016/10/1)

 

LOGO

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