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Announcement Regarding Transfer of the Shares of ORIX Credit from SMBC to ORIX and New Business Alliance Agreement Between Four Companies Including SMFG(1/1)
Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Banking Corporation
ORIX Corporation
Announcement Regarding Transfer of the
Shares of ORIX Credit from SMBC to ORIX and
New Business
TOKYO, April 26, 2012 --- Sumitomo Mitsui
Financial Group, Inc. (hereinafter, gSMFGh), Sumitomo Mitsui Banking Corporation
(hereinafter, gSMBCh), ORIX Corporation (hereinafter, gORIXh) announced today a)the
agreement to transfer all shares of ORIX Credit Corporation (hereinafter, gORIX
Credith) held by SMBC to ORIX pursuant to necessary arrangements with the relevant
authorities, resulting in making ORIX Credit a wholly-owned subsidiary of ORIX,
and b)the entrance into a new business alliance agreement between the four
companies of SMFG, SMBC, ORIX and ORIX Credit in place of the previously
concluded alliance agreement for the purpose of maintaining the close
relationship between SMFG group and ORIX and its affiliated group companies
(hereinafter, gORIX Grouph). The
details are as follows.
1.
Purpose
SMFG group and ORIX Group entered into a
joint venture agreement in July 2009 with SMBC acquiring 51% of ORIX Credit
shares and ORIX retaining 49%. Since then, ORIX Credit has responded to the
wide-ranging needs of its customers leveraging the human resources and knowledge
of SMFG group and ORIX Group in addition to its own business knowledge.
ORIX Credit launched its low interest rate, large credit line gVIP Loan Cardh
in 1987, and has expanded its business operation by increasing the number of customers
centered primarily on high income individuals. ORIX Credit has played a major role
in the consumer finance business of SMFG group and ORIX Group with
exceptionally high-quality assets. Additionally, ORIX Credit has realized
synergies within SMFG group through this alliance, such as the business
alliance for guarantees provided by Promise Co., Ltd. (hereinafter, gPromiseh),
a member of SMFG group. As a result, ORIX Credit has generated profit and
contributed to both SMFG group and ORIX Group, despite a changing market
environment with restrictions on total loan amounts per borrower and a lower
ceiling on interest rates.
Currently, SMFG group and ORIX Group have recognized that the consumer finance
industry is starting to see a decrease in number of refund claims and a bottom
out of borrowings. Based on such recognition, SMFG made Promise a wholly-owned
subsidiary on April 1, 2012 with the aim of further strengthening Promisefs
collaboration with SMFGfs group companies and creating an organizational
framework allowing prompt and flexible strategic decision-making as a group.
ORIX Group started a card loan business through ORIX Bank in March 2012 to strengthen
its ability to capture future consumer finance demand.
In this way, SMFG group and ORIX Group have developed their respective consumer
finance business and plan to concentrate their management resources within
their groups. Therefore, as the most appropriate initiative, SMFG group and
ORIX Group has reached an agreement that ORIX will purchase all the shares of ORIX
Credit held by SMBC (4,004,824 shares, 51% of outstanding) and reclassify it
from equity-method affiliate to wholly-owned subsidiary, and that both groups will
enter into a new business alliance.
2.
Business Alliance between SMFG and ORIX Group
After the transfer of the shares of ORIX
Credit, the four companies of SMFG, SMBC, ORIX and ORIX Credit will enter into
a new business alliance in place of the previously concluded business alliance
agreement between the three companies of SMBC, ORIX and ORIX Credit. SMFG group
and ORIX Group will continue the close relationship and increase the corporate
value through this new business alliance.
ORIX Credit will continue to secure a director seat from SMFG, and maintain the
alliance including guarantees between Promise and ORIX Credit, and loan
servicing business of ORIX Credit managed by SMFG group.
3.
Overview of ORIX Credit
1. |
Company Name |
ORIX
Credit Corporation |
|||
2. |
Address |
22-20
Akebonocho 2-chome, Tachikawa-shi, |
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3. |
Representative |
Masatoshi
Kenmochi, President |
|||
4. |
Main Business |
Retail
financial services |
|||
5. |
Capital |
22,170 million yen (As of March 31,
2011) |
|||
6. |
Established |
June
1979 |
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7. |
Shareholders (%) |
SMBC (51%), ORIX (49%) As of March 31, 2011 |
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8. |
Relationships |
||||
|
Capital Relationship |
SMFG indirectly holds 4,004,824
common shares of ORIX Credit (51% of outstanding shares). ORIX holds
3,847,773 common shares of ORIX Credit (49% of outstanding shares). |
|||
|
Personal Relationship |
Among ORIX Creditfs directors, 3 are
executives from SMFG subsidiary SMBC and one is an executive from ORIX. Among
ORIX Creditfs auditors, 2 are executives from SMFG subsidiary SMBC and one is
an executive from ORIX. |
|||
|
Business Relationship |
SMFG subsidiary SMBC and ORIX provide
lending to ORIX Credit. |
|||
|
Status
of related parties |
ORIX Credit is a subsidiary of SMFG
and is therefore a related party. ORIX Credit is also an equity-method
affiliate of ORIX and is therefore a related party. |
|||
9. |
Recent 3 year performance and financial
condition (Millions of yen, unless specified otherwise) |
||||
|
Fiscal Year |
Fiscal year
ended March 31, 2009 |
Fiscal year
ended March 31, 2010 |
Fiscal year
ended March 31, 2011 |
|
|
Net Assets |
44,419 |
47,579 |
50,000 |
|
|
Total Assets |
353,017 |
324,380 |
279,564 |
|
|
Net Assets per Share (yen) |
29,285.16 |
6,059.13 |
6,367.32 |
|
|
Total Revenue |
37,949 |
35,372 |
31,461 |
|
|
Ordinary Income |
9,837 |
5,519 |
4,127 |
|
|
Net Income |
6,259 |
3,108 |
2,420 |
|
|
Net Income per Share (yen) |
4,126.47 |
458.76 |
308.18 |
|
|
Dividend Per Share : |
27,656 |
- |
- |
|
4. Overview
of Sumitomo Mitsui Banking Corporation
1. |
Company Name |
Sumitomo Mitsui Banking Corporation |
|||
2. |
Address |
1-2 Marunouchi 1-chome, Chiyoda-ku, |
|||
3. |
Representative |
Takeshi Kunibe, President and CEO |
|||
4. |
Main Business |
Banking |
|||
5. |
Capital |
1,770,996 million yen (As of March
31, 2011) |
|||
6. |
Established |
June 6, 1996 |
|||
7. |
Shareholder (%) |
SMFG (100%) As of March 31, 2011 |
|||
8. |
Relationships |
||||
|
Capital Relationship |
There is no capital relationship between SMBC and ORIX. |
|||
|
Personal Relationship |
Yoshinori Yokoyama, one of ORIXfs outside directors, is concurrently
serving as outside director of SMBC. |
|||
|
Business Relationship |
SMBC provides lending to ORIX. |
|||
|
Status
of related parties |
SMBC is not a related party of ORIX. |
|||
9. |
Recent 3 year performance and financial
condition (Millions of yen, unless specified otherwise) |
||||
|
Fiscal Year |
Fiscal year
ended March 31, 2009 |
Fiscal year
ended March 31, 2010 |
Fiscal year
ended March 31, 2011 |
|
|
Consolidated Net Assets |
4,518,647 |
6,894,564 |
6,983,132 |
|
|
Consolidated Total Assets |
115,849,385 |
120,041,369 |
132,715,674 |
|
|
Consolidated Net Assets per Share (yen) |
41,492.54 |
49,036.12 |
50,344.52 |
|
|
Consolidated Ordinary Income |
2,989,608 |
2,579,933 |
2,711,380 |
|
|
Consolidated Ordinary Profit |
59,285 |
557,781 |
751,208 |
|
|
Consolidated Net Income |
(317,306) |
332,497 |
450,832 |
|
|
Consolidated Net Income per Share (yen) |
(5,740.34) |
4,240.20 |
4,184.89 |
|
|
Dividend Per Share: |
1,638 |
1,620 |
1,388 |
|
5. Overview
of ORIX Corporation
1. |
Company Name |
ORIX Corporation |
|||
2. |
Address |
4-1
Hamamatsu-cho 2-chome, Minato-ku, |
|||
3. |
Representative |
Makoto Inoue, President and Chief
Operating Officer |
|||
4. |
Main Business |
Diversified
financial services |
|||
5. |
Capital |
144,007 million yen (As of March 31,
2011) |
|||
6. |
Established |
April
17, 1964 |
|||
7. |
Shareholders (%) |
Japan
Trustee Services Bank, Ltd. (10.47%) |
|||
8. |
Recent 3 year performance and financial condition
(Millions of yen, unless specified otherwise) |
||||
|
Fiscal Year |
Fiscal year
ended March 31, 2009 |
Fiscal year
ended March 31, 2010 |
Fiscal year
ended March 31, 2011 |
|
|
Total Shareholdersf Equity |
1,167,530 |
1,298,684 |
1,319,341 |
|
|
Total Assets |
8,369,736 |
7,739,800 |
8,581,582 |
|
|
Shareholdersf Equity per Share (yen) |
13,059.59 |
12,082.56 |
12,273.11 |
|
|
Total Revenues |
1,032,486 |
912,294 |
970,110 |
|
|
Net Income |
21,924 |
37,757 |
67,275 |
|
|
Net Income Per Share (yen) |
246.59 |
370.52 |
625.88 |
|
|
Dividend Per Share: |
70 |
75 |
80 |
|
6. Number
of Shares to be Acquired and Amount Held After the Transfer
1. Shares
Held Before Transfer |
3,847,773
shares |
2. Number
of Shares Acquired |
4,004,824
shares |
3. Shares
Held After Transfer |
7,852,597
shares |
7. Transaction
Schedule
April
26, 2012 Contract
conclusion (Share transfer contract,
June
29, 2012 (Planned) Transaction
execution
8.
Future Outlook
The impact of this
transaction on SMFG's business performance is estimated to be minor.
The impact of this
transaction on ORIX's business performance is estimated to be minor.