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 February 2013

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: 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 Ÿ 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 MHCB’s 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 MHCB’s general shareholders meeting and the resolution of MHCB’s 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 Company’s Trade Name

 

  (1) New Trade Name

Mizuho Bank, Ltd.

 

  (2) Scheduled Date of Change

July 1, 2013

Please note that MHCB’s 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 MHCB’s 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 MHFG’s 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

 

LOGO

 

                        

 

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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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