News Release


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 Alliance Agreement Between Four Companies Including SMFG

 

TOKYO, April 26, 2012 --- Sumitomo Mitsui Financial Group, Inc. (hereinafter, gSMFGh),  Sumitomo Mitsui Banking Corporation (hereinafter, gSMBCh), ORIX Corporation (hereinafter, gORIXh) announced today a)the agreement to transfer all shares of ORIX Credit Corporation (hereinafter, gORIX Credith) 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 Grouph).  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 Cardh 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, gPromiseh), 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 Promisefs collaboration with SMFGfs 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, Tokyo

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

7.

Shareholders (%)

SMBC (51%), ORIX (49%)  As of March 31, 2011

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 Creditfs directors, 3 are executives from SMFG subsidiary SMBC and one is an executive from ORIX. Among ORIX Creditfs auditors, 2 are executives from SMFG subsidiary SMBC and one is an executive from ORIX.
As of March 31, 2012, 2 employees from SMBC are dispatched to ORIX Credit. 5 employees from ORIX Credit are dispatched to 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 :
Common Shares (yen)

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, Tokyo

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 ORIXfs 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:
Common Shares (yen)

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, Tokyo

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%)
The Master Trust Bank of Japan, Ltd. (9.50%)
As of March 31, 2011

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 Shareholdersf Equity

1,167,530

1,298,684

1,319,341

 

Total Assets

8,369,736

7,739,800

8,581,582

 

Shareholdersf 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:
Common Shares (yen)

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
 (Number of voting rights: 3,847,773)
 (Percentage held: 49.0%)

2. Number of Shares Acquired

4,004,824 shares
 (Number of voting rights: 4,004,824)
 (Percentage of outstanding shares: 51.0%)
 (Acquisition price: Will be disclosed upon ORIX
  confirmation)

3. Shares Held After Transfer

7,852,597 shares
 (Number of voting rights: 7,852,597)
 (Percentage held: 100.0%)

 

7.      Transaction Schedule

         April 26, 2012                 Contract conclusion (Share transfer contract, Alliance 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.

 




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