Edgar Filing: MIZUHO FINANCIAL GROUP INC

Company Name:

Mizuho Financial Group, Inc.

Representative:

Takashi Tsukamoto

President & CEO

Head Office:

2-5-1 Marunouchi

Chiyoda-ku, Tokyo

Code Number:

8411 (TSE 1st Sec., OSE 1st Sec.)

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 2010

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

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, 2010

Mizuho Financial Group, Inc.

By:		/s/ Takeo Nakano
Name:		Takeo Nakano
Title:		Managing Director / CFO

July 13, 2010

To whom it may concern:

Announcement regarding Determination of Issue Price and Selling Price and Other Matters

Mizuho Financial Group, Inc. (“MHFG”) hereby announces that it determined the issue price, the selling price and other matters relating to the issuance of new shares and the secondary offering of its shares, which were resolved at the meeting of the Board of Directors held on June 25, 2010, as set forth below:

1.	Issuance of New Shares by way of Offering (Public Offering)


(1)	Number of Shares to be Offered		5,609,000,000 shares of common stock of MHFG (the “shares”) which is the sum of (i) and (ii) below. (i) 5,218,000,000 new shares to be underwritten and purchased by the Japanese Initial Purchaser and the International Initial Purchaser in each of the offerings specified in (a) and (b) below.

			(a) Japanese Public Offering 2,609,000,000 shares

			(b) International Offering 2,609,000,000 shares

			(ii) A maximum of 391,000,000 shares which shall be the subject of purchase options to be granted to the International Initial Purchaser in the International Offering for the purchase of the shares to be additionally issued.

(2)	Issue Price	(*1)		¥ 130 per share

(3)	Total Amount of the Issue Price	(*2)		¥ 729,170,000,000

(4)	Amount to be Paid	(*1)		¥ 125.27 per share

(5)	Total Amount to be Paid	(*2)		¥ 702,639,430,000

(6)	Amount of Stated	(*2)	The amount of stated capital to be increased ¥ 351,319,715,000
	Capital and Additional Paid-in Capital to be Increased		The amount of the additional paid-in capital to be increased ¥ 351,319,715,000

(7)	Subscription Period (in Japan)		The subscription period shall be from Wednesday, July 14, 2010 to Thursday, July 15, 2010.

(8)	Payment Date			Wednesday, July 21, 2010

	(*1) With respect to the Japanese Public Offering, the Japanese Initial Purchaser shall underwrite and purchase all of the new shares at the amount to be paid and the Japanese Underwriters shall handle the public offering at the issue price. With respect to the International Offering, the International Initial Purchaser shall underwrite and purchase all of the new shares at the amount to be paid and the International Managers shall handle the offering at the issue price.

	(*2) This amount reflects the case in which the International Initial Purchaser exercises all of the purchase options as mentioned in (1) (ii) above.

Note:

This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing the issue price, the selling price and other matters relating to the issuance of new shares and the secondary offering of our shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan.

This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the U.S. Securities Act of 1933. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. The securities referred to above will not be publicly offered or sold in the United States.

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2.	Secondary Offering of Shares (Japanese Secondary Offering by way of Over-Allotment) (See 2. of “For Reference” attached hereto)


(1)	Number of Shares to be Sold	391,000,000 shares of common stock of MHFG

(2)	Selling Price		¥ 130 per share

(3)	Total Amount of the Selling Price		¥ 50,830,000,000

(4)	Subscription Period	The subscription period shall be from Wednesday, July 14, 2010 to Thursday, July 15, 2010.

(5)	Delivery Date	Thursday, July 22, 2010

3.	Issuance of New Shares by way of Third-Party Allotment (See 2. of “For Reference” attached hereto)


(1)	Amount to be Paid		¥ 125.27 per share

(2)	Total Amount to be Paid (Maximum)		¥ 48,980,570,000

(3)	Amount of Stated Capital and Additional Paid-in Capital to be Increased (Maximum)	The amount of stated capital to be increased ¥ 24,490,285,000 The amount of the additional paid-in capital to be increased ¥ 24,490,285,000

(4)	Subscription Period	Thursday, July 29, 2010

(5)	Payment Date	Friday, July 30, 2010

Note:

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[For Reference]

1.	Calculation of Issue Price and Selling Price

2.	Japanese Secondary Offering by way of Over-Allotment and other matters

The Japanese secondary offering by way of over-allotment as mentioned in “2. Secondary Offering of Shares (Japanese Secondary Offering by way of Over-Allotment)” above (the “Japanese Secondary Offering by way of Over-Allotment”), is a secondary offering in Japan to be made in relation to the Japanese Public Offering mentioned in “1. Issuance of New Shares by way of Offering (Public Offering)” for 391,000,000 shares of common stock of MHFG that will be borrowed by one of the Joint Lead Managers of the Japanese Public Offering from certain shareholder(s) of MHFG, after taking into account market demand for the offerings mentioned above and other conditions.

In connection with the Japanese Secondary Offering by way of Over-Allotment, the board of directors of MHFG has resolved, at the meeting held on Friday, June 25, 2010, that MHFG will issue 391,000,000 shares of its common stock to the Joint Lead Manager referred to in the previous paragraph (the “Allottee”) by way of third-party allotment (the “Capital Increase by way of Third-Party Allotment”), with the payment date set to be Friday, July 30, 2010, as set forth in “3. Issuance of New Shares by way of Third-Party Allotment”, in order for the Allottee to obtain the number of shares necessary to return the shares of common stock of MHFG that were borrowed by the Allottee from certain shareholder(s) of MHFG, as mentioned above (the “Borrowed Shares”).

The Allottee may also purchase shares of common stock of MHFG (the “Syndicate Cover Transactions”) on the Tokyo Stock Exchange up to the number of shares to be offered in the Japanese Secondary Offering by way of Over-Allotment, for the purpose of returning the Borrowed Shares. Such Syndicate Cover Transactions would be made during the period from Friday, July 16, 2010 to Friday, July 23, 2010 (the “Syndicate Cover Transaction Period”). All of the shares of common stock of MHFG purchased by the Allottee through the Syndicate Cover Transactions will be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, the Allottee may decide not to conduct any Syndicate Cover Transaction or may decide to terminate the Syndicate Cover Transactions before the number of shares purchased reaches the number of shares offered in the Japanese Secondary Offering by way of Over-Allotment.

The Allottee may conduct stabilizing transactions along with the Japanese Public Offering and the Japanese Secondary Offering by way of Over-Allotment. The shares of common stock of MHFG purchased through such stabilizing transactions may be used, in part or in whole, to return the Borrowed Shares.

In addition to the above, the shares of such common stock purchased through such stabilizing transactions may be transferred, in part or in whole, to the International Initial Purchaser for the purpose of settlement of shares in respect of the International Offering.

With respect to the number of shares (the “Number of Shares to be Purchased”) obtained by deducting (a) the number of shares purchased through stabilization transactions and Syndicate Cover Transactions that are to be used to return the Borrowed Shares from (b) the number of shares to be offered in the Japanese Secondary Offering by way of Over-Allotment, the Allottee will accept the allotment under the Capital Increase by way of Third-Party Allotment and will purchase an equivalent number of shares of common stock of MHFG. As a result, a part or all of the shares to be issued under the Capital Increase by way of Third-Party Allotment may not be subscribed for, which may result in a decrease in the definitive number of shares to be issued under the Capital Increase by way of Third-Party Allotment, or in the entire cancellation of the issuance.

In the event that the Allottee accepts the allotment under the Capital Increase by way of Third-Party Allotment, it will make payment for the Number of Shares to be Purchased with the fund obtained from the Japanese Secondary Offering by way of Over-Allotment.

The stabilizing transactions, the Syndicate Cover Transactions and the subscription with respect to the Capital Increase by way of Third-Party Allotment will be made by the Allottee after consultation with the Joint Global Coordinators.

Note:

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3.	Use of proceeds

The maximum aggregate approximate net proceeds of ¥ 748,016,970,000 (the total amount of ¥ 325,243,490,000, which is the approximate net proceeds of the Japanese Public Offering, ¥ 374,020,290,000, which is the maximum approximate net proceeds of the International Offering, and ¥ 48,753,190,000, which is the maximum approximate net proceeds of the Capital Increase by way of Third-Party Allotment) is planned to be used in full to make investments in MHFG’s consolidated subsidiaries by the end of March 2011.

Contact:

Mizuho Financial Group, Inc.

Corporate Communications

Public Relations Office

Tel: 03-5224-2026

Note:

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