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 February 2013
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrants 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: February 26, 2013 | ||
Mizuho Financial Group, Inc. | ||
By: | /s/ Hideyuki Takahashi | |
Name: | Hideyuki Takahashi | |
Title: | Managing Director / CFO |
February 26, 2013
To whom it may concern:
Company Name: | Mizuho Financial Group, Inc. | |||
Representative: | Yasuhiro Sato | |||
President & CEO | ||||
Head Office: | 2-5-1 Marunouchi | |||
Chiyoda-ku, Tokyo | ||||
(Code Number: 8411 TSE OSE 1st Sec.) | ||||
Company Name: | Mizuho Bank, Ltd. | |||
Representative: | Takashi Tsukamoto | |||
President & CEO | ||||
Head Office: | 1-1-5 Uchisaiwaicho | |||
Chiyoda-ku, Tokyo | ||||
Company Name: | Mizuho Corporate Bank, Ltd. | |||
Representative: | Yasuhiro Sato | |||
President & CEO | ||||
Head Office: | 1-3-3 Marunouchi | |||
Chiyoda-ku, Tokyo |
Signing of Merger Agreement between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.,
Change in Trade Name of Mizuho Corporate Bank, Ltd. and
Determination of Representative Director after Merger
Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) (MHFG), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) (MHBK) and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) (MHCB) announced on November 14, 2011 in the release titled Memorandum of Understanding on Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. that MHBK and MHCB decided to conduct a merger (the Merger) by around the end of the first half of fiscal year 2013. MHFG, MHBK and MHCB also announced on March 30, 2012 in the release titled Determination of Effective Date of Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. that they determined that the effective date of the Merger (the Scheduled Date of the Merger) shall be July 1, 2013. In addition, MHFG, MHBK and MHCB announced on February 8, 2013 in the release titled Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd. that the representative director, etc. of MHCB as of the Scheduled Date of the Merger had been determined.
MHFG, MHBK and MHCB hereby announce that they have determined that MHBK and MHCB will, on the condition that, among other things, permission is obtained from the relevant authorities in Japan, conduct the Merger, and that MHBK and MHCB have signed a merger agreement (the Merger Agreement) today. In addition, MHFG, MHBK and MHCB hereby announce that they have determined the change in MHCBs trade name on the condition that the Merger takes effect and determined additional representative directors of MHCB as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCBs general shareholders meeting and the resolution of MHCBs board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.
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1. | Purpose of the Merger |
Through the Merger, our group (Mizuho) aims to become able to provide directly and promptly diverse and functional financial services to both MHBK and MHCB customers, utilizing the current strengths and advantages of MHBK and MHCB, and to continue to improve customer services by further enhancing group collaboration among the banking, trust and securities functions. At the same time, MHFG aims to realize further enhancement of the consolidation of group-wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.
In addition to the Merger, MHFG will continue to consider the possibility of a consolidation that includes Mizuho Trust & Banking Co., Ltd. (President & CEO: Takashi Nonaka).
2. | Summary of the Merger |
(1) | Schedule of the Merger |
Meetings of the board of directors for determination of the signing of the Merger Agreement |
February 26, 2013 | |
Signing of the Merger Agreement |
February 26, 2013 | |
General meetings of shareholders and the general meetings of class shareholders for approval of the Merger Agreement |
February 26, 2013 | |
Effective date of the Merger |
July 1, 2013 (scheduled) |
(2) | Method of the Merger |
An absorption-type merger, whereby MHCB will be the surviving company and MHBK will be the dissolving company
(3) | Details of Allotment upon the Merger |
MHFG holds all of the issued shares (excluding treasury stock) of each of MHBK and MHCB. Therefore, upon the Merger, MHCB (the surviving company in absorption-type merger) will not deliver to shareholders of MHBK (the dissolving company in absorption-type merger) shares or any other assets, as consideration for the Merger.
(4) | Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger |
MHBK and MHCB have issued neither stock acquisition rights nor bonds with stock acquisition rights.
3. | Change in Surviving Companys Trade Name |
(1) | New Trade Name |
Mizuho Bank, Ltd.
(2) | Scheduled Date of Change |
July 1, 2013
Please note that MHCBs trade name will be changed on the condition that the Merger takes effect.
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4. | Determination of Representative Directors after the Merger (as of July 1, 2013) |
Name |
New Title |
Current Title |
Other positions | |||
Masaaki Kono |
Deputy President and Deputy President - Executive Officer (Representative Director) | Managing Executive Officer | Deputy President - Executive Officer of MHFG | |||
Toshitsugu Okabe |
Deputy President and Deputy President - Executive Officer (Representative Director) | Managing Executive Officer | Deputy President and Deputy President - Executive Officer of MHFG | |||
Yasuhiko Imaizumi |
Deputy President and Deputy President - Executive Officer (Representative Director) | Managing Executive Officer | Deputy President - Executive Officer of MHFG | |||
Nobuhide Hayashi |
Deputy President and Deputy President - Executive Officer (Representative Director) | Managing Director and Managing Executive Officer | Deputy President and Deputy President - Executive Officer of MHFG | |||
Hirohisa Kashiwazaki |
Deputy President and Deputy President - Executive Officer (Representative Director) | Managing Executive Officer of MHBK |
Please see the announcement made on February 26, 2013 in the release titled Re: Management Changes for the Mizuho Financial Group, regarding the change in MHCBs management as of April 1, 2013.
The content of the announcement made on February 8, 2013 in the release titled Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd. has not been changed.
5. | Outline of New Company |
Trade Name | Mizuho Bank, Ltd. (As described in 3. above, the trade name of MHCB, which is the surviving company in absorption-type merger, is scheduled to be changed on the effective date of the Merger.) | |
Location | 3-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo (Location of the head office of the current MHCB) After the completion of the Otemachi 1-6 Project Building (tentative name), located at 6, Otemachi 1-chome, Chiyoda-ku, Tokyo, which is now under construction and is scheduled to be completed after the effective date of the Merger, the location of the head office will be moved to the location of the new building. | |
Representative | Yasuhiro Sato, President & CEO (representative director) (scheduled) | |
Purpose of Business | Bank business | |
Capital | ¥1,404,065 million (Upon the Merger, neither the capital nor reserve will be increased.) (scheduled) |
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The organization after the Merger is described in Exhibit 1. In addition, the composition of directors, corporate auditors and executive officers after the Merger has been determined as described in Exhibit 2, which includes the announcement made on February 8, 2013 in the release titled Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd. and the description made in 4. above.
6. | Outlook |
The Merger will not change the earnings estimates for the fiscal year ending March 31, 2013 announced by MHFG.
(For Reference) The Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 and the Consolidated Financial Results for the Fiscal Year ended March 31, 2012
MHFG (consolidated earnings estimate announced as of January 31, 2013)
Net Income | Net Income per Share of Common Stock | |||||||
Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 |
¥ | 500,000 million | ¥20.43 |
(Note) | MHFG does not forecast earnings in respect of consolidated ordinary income or consolidated ordinary profits; and does not forecast earnings in respect of operating profits, since its statement of income has no such item. |
Ordinary Income | Operating Profits | Ordinary Profits | Net Income | |||||||||||||
Consolidated Financial Results for the Fiscal Year ended March 31, 2012 |
¥ | 2,715,674 million | | ¥ | 648,561 million | ¥ | 484,519 million |
(Note) | Amounts generally referred to as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since MHFGs statement of income has no such item. |
[End of Document]
(Contact information on this issue)
Mizuho Financial Group, Inc.
Corporate Communications, Public Relations Office
03-5224-2026
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Outline of the Parties
(1) Name |
MHCB (surviving company) | MHBK (dissolving company) | ||
(2) Location |
3-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo | 1-5 Uchisaiwaicho 1-chome, Chiyoda-ku, Tokyo | ||
(3) Name and Title of Representative |
President & CEO: Yasuhiro Sato | President & CEO: Takashi Tsukamoto | ||
(4) Purpose of Business |
Bank business | Bank business | ||
(5) Capital (as of September 30, 2012) |
¥1,404,065 million | ¥700,000 million | ||
(6) Date of Establishment |
April 1, 2002 | April 1, 2002 | ||
(7) Number of Issued Shares (as of September 30, 2012) |
16,151,573 shares (common shares) 64,500 shares (the Second Series Class IV preferred shares) 85,500 shares (the Eighth Series Class VIII preferred shares) 3,609,650 shares (the Eleventh Series Class XIII preferred shares) |
10,006,205 shares (common shares) 64,500 shares (the Forth Series Class IV preferred shares) 85,500 shares (the Fifth Series Class V preferred shares) 1,800,000 shares (the Tenth Series Class XIII preferred shares) | ||
(8) Fiscal Year End |
March 31 | March 31 | ||
(9) Number of Employees (as of September 30, 2012) |
18,022 (consolidated) 8,341 (non-consolidated) |
27,128 (consolidated) 18,890 (non-consolidated) | ||
(10) Major Shareholder and Percentage of Shareholding (as of September 30, 2012) |
MHFG 100% (excluding treasury stock held by MHCB) | MHFG 100% (excluding treasury stock held by MHBK) |
(11) Relationship between the Parties | Capital Relationship | Not applicable. | ||
Personnel Relationship | There is one director who serves concurrently as a director of both MHCB and MHBK and two corporate auditors who serve concurrently as corporate auditors of both MHCB and MHBK. | |||
Transaction Relationship | MHCB and MHBK engage in deposit transactions and securities transactions, etc., with each other |
(12) Results of Operations and Financial Conditions for Previous Three Fiscal Years (consolidated) |
MHCB | MHBK | |||||||||||||||||||||||||
Fiscal Year Ended |
March 2010 | March 2011 | March 2012 | Fiscal Year Ended |
March 2010 | March 2011 | March 2012 | |||||||||||||||||||
Net Assets (¥ million) |
4,235,205 | 4,689,334 | 4,732,660 | Net Assets (¥ million) |
2,036,642 | 2,481,918 | 2,671,110 | |||||||||||||||||||
Total Assets (¥ million) |
90,338,181 | 92,950,239 | 94,621,163 | Total Assets (¥ million) |
72,838,895 | 74,781,922 | 77,198,363 | |||||||||||||||||||
Net Asset per Share (¥) |
231,007.37 | 198,228.31 | 216,544.16 | Net Asset per Share (¥) |
199,590.04 | 199,943.74 | 222,565.51 | |||||||||||||||||||
Ordinary Income (¥ million) |
1,429,520 | 1,393,988 | 1,350,920 | Ordinary Income (¥ million) |
1,214,751 | 1,140,371 | 1,177,722 | |||||||||||||||||||
Operating Profits (¥ million) |
| | | Operating Profits (¥ million) |
| | | |||||||||||||||||||
Ordinary Profits (¥ million) |
240,218 | 378,203 | 352,669 | Ordinary Profits (¥ million) |
45,831 | 169,016 | 235,920 | |||||||||||||||||||
Net Income (¥ million) |
223,933 | 266,490 | 280,873 | Net Income (¥ million) |
55,714 | 140,072 | 181,605 |
(Note) |
The amounts generally indicated as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since the statement of income has no such item. |
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Exhibit 1
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Exhibit 2
Directors, Corporate Auditors and Executive Officers of
Mizuho Bank, Ltd.
(Effective as of July 1, 2013)
Title |
Name |
Areas of Responsibilities | ||
Chairman | Mr. Takashi Tsukamoto | |||
President & CEO (Representative Director) |
Mr. Yasuhiro Sato | |||
Deputy President and Deputy President-Executive Officer (Representative Director) |
Mr. Masaaki Kono | Deputy President (Western Japan (Kinki, Chugoku, and Shikoku regions)) | ||
Deputy President and Deputy President-Executive Officer (Representative Director) |
Mr. Toshitsugu Okabe | Deputy President (Personal Banking Unit and Retail Banking Unit) and Head of Internal Audit Group | ||
Deputy President and Deputy President-Executive Officer (Representative Director) |
Mr. Yasuhiko Imaizumi | Deputy President (Corporate Banking Unit (Large Corporations), Corporate Banking Unit and Financial Institutions & Public Sector Business Unit) | ||
Deputy President and Deputy President-Executive Officer (Representative Director) |
Mr. Nobuhide Hayashi | Deputy President(International Banking Unit) | ||
Deputy President and Deputy President-Executive Officer (Representative Director) |
Mr. Hirohisa Kashiwazaki | Head of Branch Banking Group | ||
Managing Director and Managing Executive Officer | Mr. Yasumasa Nishi | Head of Markets Unit | ||
Corporate Auditor (full-time) | Mr. Osamu Harada | |||
Corporate Auditor (full-time) | Mr. Yuta Chiba | |||
Corporate Auditor | Mr. Isao Imai | |||
Corporate Auditor | Mr. Toshiaki Hasegawa | |||
Deputy President-Executive Officer | Mr. Hideyuki Takahashi | Head of Financial Control & Accounting Group | ||
Deputy President-Executive Officer | Mr. Daisaku Abe | Head of IT & Systems Group and Head of Operations Group | ||
Deputy President-Executive Officer | Mr. Yasunori Tsujita | Head of Human Resources Group | ||
Managing Executive Officer | Mr. Shinya Wako | Head of the Americas | ||
Managing Executive Officer | Mr. Junichi Kato | Joint Head of Markets Unit | ||
Managing Executive Officer | Mr. Harusato Nihei | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Atsushi Narikawa | Head of Europe, Middle East and Africa |
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Title |
Name |
Areas of Responsibilities | ||
Managing Executive Officer | Mr. Shiro Tomiyasu | Head of Credit Group | ||
Managing Executive Officer | Mr. Kosuke Nakamura | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Hiroshi Suehiro | Head of Asia & Oceania excl. East Asia | ||
Managing Executive Officer | Mr. Tadashi Kanki | Head of Strategic Planning Group | ||
Managing Executive Officer | Mr. Masayuki Yonetani | Head of Corporate Banking Unit | ||
Managing Executive Officer | Mr. Nobuyuki Fujii | Head of Corporate Banking Unit (Large Corporations) | ||
Managing Executive Officer | Mr. Masayuki Hoshi | Head of Financial Institutions & Public Sector Business Unit and Head of Transaction Banking Unit | ||
Managing Executive Officer | Mr. Tetsuhiko Saito | Head of Personal Banking Unit | ||
Managing Executive Officer | Mr. Takeshi Watanabe | Joint Head of Credit Group | ||
Managing Executive Officer | Mr. Masakane Koike | Head of Risk Management Group and Head of Compliance Group | ||
Managing Executive Officer | Mr. Akira Sugano | Head of International Banking Unit and Head of Asset Management Unit | ||
Managing Executive Officer | Mr. Shusaku Tsuhara | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Akihiro Hashimoto | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Kiyoshi Miyake | Head of East Asia | ||
Managing Executive Officer | Mr. Tomoshige Jingu | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Satoshi Miyazaki | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Keiichiro Ogushi | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Seiichi Kondo | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Tatsufumi Sakai | Head of Investment Banking Unit and in charge of Business Collaboration Division (Securities & Trust Services) | ||
Managing Executive Officer | Mr. Tetsuo Iimori | Head of Retail Banking Unit | ||
Managing Executive Officer | Mr. Daisuke Yamada | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Takeru Watanabe | Corporate Banking Branch Banking Group | ||
Managing Executive Officer | Mr. Haruki Nakamura | Joint Head of IT & Systems Group and General Manager of IT & Systems Planning Division |
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Title |
Name |
Areas of Responsibilities | ||
Executive Officer | Mr. Hokuto Nakano | General Manager of Forex Division | ||
Executive Officer | Mr. Tsutomu Nomura | General Manager of Credit Coordination Division | ||
Executive Officer | Mr. Yukihisa Matsumoto | Corporate Banking Branch Banking Group | ||
Executive Officer | Mr. Kazunori Hashimoto | General Manager of Tokyo Main Office and Tokyo Main Office Division No.1 | ||
Executive Officer | Mr. Kentaro Akashi | General Manager of Hong Kong Corporate Banking Division No.1 and No.2 | ||
Executive Officer | Mr. Amane Oshima | General Manager of International Treasury Division | ||
Executive Officer | Mr. Andrew Dewing | General Manager of Americas Corporate Banking Division No.2 and General Manager for International Banking Unit, Mizuho Bank (USA) | ||
Executive Officer | Mr. Ryoichi Amino | General Manager for International Banking Unit, President of Mizuho Corporate Bank (China), Ltd. | ||
Executive Officer | Mr. Kazuhiro Kawai | General Manager of Corporate Credit Division No.1 | ||
Executive Officer | Mr. Mitsuo Ootani | General Manager of Compliance Division | ||
Executive Officer | Mr. Hideaki Kuraishi | General Manager of Europe Structured Finance Division | ||
Executive Officer | Mr. Takashi Saito | General Manager of Derivative Products Division | ||
Executive Officer | Mr. Katsuyuki Mizuma | General Manager of Asia & Oceania Division | ||
Executive Officer | Mr. Ryusuke Aya | General Manager of Risk Management Division | ||
Executive Officer | Mr. Masahiro Miwa | General Manager of Corporate Banking Division No. 9 | ||
Executive Officer | Mr. Yuusei Matsubara | General Manager of Financial Institutions & Public Sector Business Coordination Division | ||
Executive Officer | Mr. Junichi Shinbo | General Manager of Portfolio Management Division | ||
Executive Officer | Mr. Makoto Saito | General Manager of Branch Banking Division | ||
Executive Officer | Mr. Toyonori Takashima | General Manager of Main Office Municipal Division No.1 | ||
Executive Officer | Mr. Yasuhisa Fujiki | General Manager of International Coordination Division | ||
Executive Officer | Mr. Hikaru Shimomura | General Manager of Corporate Banking Division No. 2 | ||
Executive Officer | Mr. Takahisa Shirota | General Manager of Kyobashi Branch Division No.2 |
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Title |
Name |
Areas of Responsibilities | ||
Executive Officer | Mr. Akihiro Nakanishi | General Manager of Corporate Banking Division No. 8 | ||
Executive Officer | Mr. Kazuya Kobayashi | General Manager of Corporate Banking Division No. 13 | ||
Executive Officer | Mr. Souichi Hosoi | General Manager of Financial Planning Division | ||
Executive Officer | Mr. Noritaka Takahashi | General Manager of Bangkok Branch | ||
Executive Officer | Mr. Kouji Arita | General Manager of Operations Planning Division | ||
Executive Officer | Mr. Takeshi Aono | General Manager of ALM Division | ||
Executive Officer | Mr. Hiroshi Toyoda | General Manager of Corporate Banking Division No. 6 | ||
Executive Officer | Mr. Makoto Kimura | General Manager of Ginza Branch Division No.2 | ||
Executive Officer | Mr. Akira Nakamura | General Manager of Corporate Banking Coordination Division (Large Corporations) | ||
Executive Officer | Mr. Kouji Yonei | General Manager of IT & Systems Promotion Division | ||
Executive Officer | Mr. Atsushi Sugao | General Manager of Corporate Banking Coordination Division | ||
Executive Officer | Mr. Teiji Teramoto | General Manager of Investment Banking Coordination Division | ||
Executive Officer | Mr. Yasuhiko Morikawa | General Manager of Financial Institutions Banking Division No.1 | ||
Executive Officer | Mr. Kenji Tsujitsugu | General Manager of Fukuoka Corporate Banking Division | ||
Executive Officer | Mr. Tsuyoshi Katayama | General Manager of Administration Division | ||
Executive Officer | Mr. Naonobu Sumida | General Manager of Securities Division |
1. | The information underlined has already been announced on February 8, 2013. |
2. | The composition of directors, corporate auditors and executive officers indicated above is based on the assumption that the Merger will take effect, that a resolution of the general shareholders meeting and a resolution of the board of directors of Mizuho Corporate Bank, Ltd. (after the Merger takes effect, Mizuho Bank, Ltd.) will have been made, and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries. |
3. | Messrs. Isao Imai and Toshiaki Hasegawa are outside corporate auditors as provided for in Article 2, Item 16 of the Company Law of Japan. |
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