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 2016
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrant’s name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8176
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, 2016 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Koichi Iida | |
| Name: | Koichi Iida | |
| Title: | Managing Executive Officer / Group CFO | |
July 13, 2016
Mizuho Financial Group, Inc.
The Dai-ichi Life Insurance Co., Ltd.
DIAM Co., Ltd.
Mizuho Trust & Banking Co., Ltd.
Mizuho Asset Management Co., Ltd.
Shinko Asset Management Co., Ltd.
Signing of Integration Agreement among Asset Management Companies
DIAM Co., Ltd. (President & CEO: Yasumasa Nishi) (“DIAM”), Mizuho Trust & Banking Co., Ltd. (President & CEO: Takeo Nakano) (“MHTB”), Mizuho Asset Management Co., Ltd. (President & CEO: Hidetake Nakamura) (“MHAM”), and Shinko Asset Management Co., Ltd. (President & CEO: Shuichi Goto) (“Shinko Asset Management”) (collectively, the “Integrating Companies”) have been proceeding with discussions and preparations for the integration of their asset management functions (the “Integration”) pursuant to the memorandum of understanding on the integration dated September 30, 2015. In this regard, we are pleased to announce that the Integrating Companies today entered into Integration Agreement, after obtaining approval by resolutions adopted by their respective boards of directors. The Integration will become effective subject to approval by the relevant authorities.
| 1. | Summary of Integration Agreement | |||
| - Effective date of the Integration: | October 1, 2016 | |||
| - Method of the Integration: | The Integration will be implemented through the following steps: (i) a merger between MHAM as surviving company and Shinko Asset Management as disappearing company; (ii) a company split between MHTB as splitting company and MHAM (after the merger in (i) above) as successor company whereby rights and obligations attributed to Asset Management Division of MHTB will be transferred to MHAM; and (iii) a merger between DIAM as surviving company and MHAM as disappearing company. | |||
| - Company name: | Asset Management One Co., Ltd. | |||
| - Stated capital: | JPY 2 billion | |||
| - Location of the head office: | 1-8-2 Marunouchi, Chiyoda-ku, Tokyo | |||
| - Representative: | Yasumasa Nishi | |||
| - Shareholders: | Economic interests: | |||
| Mizuho Financial Group, Inc. – 70% | ||||
| Dai-ichi Life Holdings, Inc. (*) – 30% | ||||
| Voting rights: | ||||
| Mizuho Financial Group, Inc. – 51% | ||||
| Dai-ichi Life Holdings, Inc. (*) – 49% | ||||
| (*) A change in the company name is expected on October 1, | ||||
| 2016 from The Dai-ichi Life Insurance Co., Ltd., subject to approval by the relevant authorities. | ||||
| - Corporate Governance Structure: | Company with Audit & Supervisory Committee | |||
| - Expected directors, executive officers: | See Exhibit 1 below | |||
| 2. | Expected organizational chart: | See Exhibit 2 below | ||
| 3. | Expected company logo | |||
Our aim through the Integration is to become the number one asset management company in terms of customer trust by providing a higher level of satisfaction, and also to become the number one asset management company in Asia that is competitive with the largest global asset management firms. The logo of the new company symbolizes this aim with a powerful representation of the Arabic numeral “1”, with the curve to the top right depicting our aspiration for further development and upward advancement.
Based on the strong commitment of Mizuho Financial Group, Inc. (“Mizuho”) and The Dai-ichi Life Insurance Company, Limited (“Dai-ichi Life”) to strengthen and develop their respective asset management businesses, the new company will aim to achieve significant development as a global asset management company, providing its customers with solutions of the highest standards by combining the asset management-related knowledge and experience accumulated and developed by each Integrating Company over many years, and taking full advantage of collaboration with both the Mizuho group and the Dai-ichi Life group. In order to establish a highly independent and transparent management framework, the new company’s independent outside directors (Audit & Supervisory Committee members) will include professionals with a high level of expertise in the areas of asset management, legal affairs and accounting. In addition, the new company will fulfill its fiduciary duties as a professional asset management firm and provide services and products that truly benefit its customers. Through these efforts, the new company aims to become the most trusted and valued asset management company — meeting the needs of pension funds and corporate customers in terms of diversification and sophistication of their investments, as well as encouraging a shift “from saving to investment” in Japan through providing individual customers with high-quality products and services.
-End-
| Contact for inquiries regarding this matter: |
| Mizuho Financial Group, Corporate Communications Department +81-3-5224-2026 |
| The Dai-ichi Life Insurance, Public Relations Department +81-50-3780-3235 |
| (or -3256 or -3257) |
[Reference] Overview of Integrating Companies
| (1)Company name | DIAM Co., Ltd. | Mizuho Trust & Banking Co., Ltd. | Mizuho Asset Management Co., Ltd. | Shinko Asset Management Co., Ltd. | ||||
| (2)Head office | 3-3-1 Marunouchi, Chiyoda-ku, Tokyo | 1-2-1 Yaesu, Chuo-ku, Tokyo | 3-5-27 Mita, Minato-ku, Tokyo | 1-17-10 Nihombashi,Chuo-ku, Tokyo | ||||
| (3)President & CEO | Yasumasa Nishi | Takeo Nakano | Hidetake Nakamura | Shuichi Goto | ||||
| (4)Principal business | Investment advisory and investment trust management business | Trust and banking business | Investment advisory and investment trust management business | Investment advisory and investment trust management business | ||||
| (5)Capital | JPY2billion | JPY247.369billion | JPY2.045billion | JPY4.524billion | ||||
| (6)Date of establishment | July 1, 1985 | May 9, 1925 | May 26, 1964 | June 14, 1961 | ||||
| (7)Number of employees (as of 2016/3/31) |
436 | 3,240 (210 in asset management function) |
236 | 204 | ||||
| (8)Major shareholders (shareholding ratio) (as of 2016/3/31) |
Mizuho Financial Group (50.0%) Dai- ichi Life Insurance (50.0%) |
Mizuho Financial Group (100.0%) excluding treasury shares | Mizuho Financial Group (100.0%) excluding treasury shares |
Mizuho Securities (77.0%) Mizuho Bank (10.0%) Mizuho Securities Research & Consulting (7.6%) | ||||
| (9)Asset under management (as of 2016/3/31) |
Investment Trust JPY6.1805trillion Investment advisory JPY10.7692trillion |
Investment advisory JPY26.7353trillion |
Investment Trust JPY2.5179trillion Investment advisory JPY2.2324trillion |
Investment Trust JPY4.2026trillion Investment advisory JPY112.0billion | ||||
| (10)Business result (Fiscal 2015) |
Operating revenue JPY39.5billion Ordinary income JPY7.7billion Net income JPY5.1billion |
Ordinary revenue JPY194.2billion Ordinary income JPY58.8billion Net income JPY40.4billion |
Operating revenue JPY22.4billion Ordinary income JPY2.6billion Net income JPY1.7billion |
Operating revenue JPY39.5billion Ordinary income JPY5.6billion Net income JPY3.7billion | ||||
[Exhibit 1] Expected directors, executive officers (as of 2016/10/1)
| New Position | Name | Current Position | ||
| President & CEO | Yasumasa Nishi | President & CEO DIAM | ||
| Director Managing Executive Officer Head of Institutional Marketing Division |
Toru Noguchi | Senior Executive Vice President DIAM | ||
| Director Managing Executive Officer Head of Risk Management Division |
Masamichi Ishikawa | Executive Officer Mizuho Financial Group | ||
| Director Managing Executive Officer Head of Planning Division |
Yasutaka Yamada | Executive Director DIAM | ||
| Director Member of Audit and Supervisory Committee |
Satoshi Kato | Executive Vice President DIAM | ||
| Director Member of Audit and Supervisory Committee |
Noboru Iwamatsu | Auditor Mizuho Asset Management | ||
| Director (not full-time) Member of Audit and Supervisory Committee |
Yuji Kage | — | ||
| Director (not full-time) Member of Audit and Supervisory Committee |
Shozo Fujita | — | ||
| Director (not full-time) Member of Audit and Supervisory Committee |
Masami Hashimoto | — | ||
| Managing Executive Officer Head of Investment Trust Marketing Division |
Hiroshi Yuki | Director & Senior Managing Executive Officer Shinko Asset Management | ||
| Managing Executive Officer Head of Investment Division |
Akitoshi Masuda | Executive Officer DIAM | ||
| Managing Executive Officer Head of Global Business Division |
Hajime Fukuzawa | Executive Vice President DIAM | ||
| Managing Executive Officer Head of Product Division |
Shigeo Kanzaki | Senior Executive Officer Shinko Asset Management | ||
| Managing Executive Officer Co-Head of Institutional Marketing Division |
Akihiro Ono | General Manager, Pension Business Consulting Department Mizuho Trust & Banking | ||
| New Position | Name | Current Position | ||
| Executive Officer Head of IT & Systems, Operations Division |
Hiroshi Yabuta | General Manager, Index Strategy Fund Management Department Mizuho Trust & Banking | ||
| Executive Officer Deputy-Head of IT & Systems, Operations Division |
Kiwao Shibamoto | Group Leader, IT Planning & Control Group DIAM | ||
| Executive Officer Deputy-Head of Risk Management Division |
Shigenori Kawamoto | Executive Officer DIAM | ||
| Executive Officer Deputy-Head of Investment Trust Marketing Division |
Yoshitaka Yoshino | Executive Officer Mizuho Asset Management | ||
| Executive Officer Deputy-Head of Investment Division |
Nobutaka Aoki | General Manager, Active Strategy Fund Management Department Mizuho Trust & Banking | ||
| Executive Officer Deputy-Head of Planning Division |
Ryuji Fujiwara | Group Leader, Corporate Planning Group DIAM | ||
| Executive Officer Deputy-Head of Investment Division |
Motonobu Hoshino | Chief General Manager, Investment Solutions Department DIAM | ||
[Exhibit 2] Expected organizational chart (as of 2016/10/1)
