Sony Group Corporation · TSE:6758
Sony — Merger or Acquisition (May 2025)
15 slides from Sony's merger presentation, May 14, 2025
Slide 1: Explanatory Material for the Partial Spin-off of the Financial Services Business
Explanatory Material for the Partial Spin-off of the Financial Services Business May 14, 2025 Sony Group Corporation This material is intended to provide an explanation of the details of the partial spin-off of the Financial Services Business by Sony Group Corporation, and does not constitute any of
Slide 2: Abbreviations Used in this Material
2 Abbreviations Used in this Material Abbreviation Official Name / Definition Sony Sony Group Corporation SFGI Sony Financial Group Inc.（a wholly-owned subsidiary of Sony which operates the Financial Services business) Sony share(s) Share(s) of common stock of Sony SFGI share(s) Share(s) of common s
Slide 3: Overview of the Spin-off
3 Overview of the Spin-off *1 The execution of the Spin-off is subject to approval from the TSE for the listing of SFGI shares, as well as approvals, certifications and/or permissions by other relevant authorities. *2 SFGI submitted a preliminary application for the initial listing to the TSE on May
Slide 4: Objectives of the Spin-off
4 Sony FG to carry out growth strategies flexibly while continuing to use the Sony brand ‒ Because Sony plans to continue holding a portion of SFGI shares, Sony FG will be able to continue using the Sony brand after the Spin-off ‒ Sony FG expects to be able to focus on the independent business and g
Slide 5: Overview of the Spin-off Schedule
5 Last Trading Date with Dividend Rights of Sony shares Ex-dividend Date of Sony shares*2 / Listing Date of SFGI shares Record Date of Dividends in Kind Effective Date of the Spin-off/Dividends in kind Overview of the Spin-off Schedule Corporate Strategy Meeting Announcement of beginning of assessme
Slide 6: Details of Receipt of Dividends in Kind
6 Details of Receipt of Dividends in Kind *1 Settlement dates will be two business days after the execution of Buy/Sell orders. Last trading date of Sony shares with dividend rights Record date of dividends in kind Sep 26 (Fri) 30 (Tue) Holding Sony shares Buy Order*1 29 (Mon) 27 (Sat) 28 (Sun) Oct
Slide 7: Listing through Direct Listing
7 Listing through Direct Listing *1 The first center price on the trading board is the price that is used as a basis for the matching mechanism until the initial price is determined and does not indicate any actual trading price or equity value of SFGI shares, for which trading is scheduled to start
Slide 8: Determination of Price of SFGI Shares
8 Determination of Price of SFGI Shares *1 The first center price on the trading board is the price that is used as a basis for the matching mechanism until the initial price is determined and does not indicate any actual trading price or the equity value of SFGI shares, for which trading is schedul
Slide 9: Sony's Relationship with Sony FG after the Spin-off
9 Sony’s Relationship with Sony FG after the Spin-off *1 Depending on investment opportunities, market environment, and other factors, it is possible that no share repurchase, or a share repurchase of only a portion of the above, will be carried out. The Financial Services business is expected to co
Slide 10: Treatment for Holders of Sony ADRs
10 Treatment for Holders of Sony ADRs Holders of Sony ADRs Sony ADR Holders of Sony/SFGI ADRs Sony ADR SFGI ADR Record date for Sony ADRs First date of trading for SFGI ADRs on the OTC Market First date to accept issuance and cancellation of SFGI ADRs Distribution date of SFGI ADRs to DTC by JPMorga
Slide 11: Japanese Tax Treatment of the Spin-off
11 Japanese Tax Treatment of the Spin-off Sony will not be subject to capital gains tax when it distributes SFGI shares to its shareholders because the Spin-off will be conducted on the assumption that it is a qualified stock distribution under Japanese taxation. Additionally, the taxation on the de
Slide 12: Base Price on the Ex-dividend Date Related to the Spin-off
12 Base Price on the Ex-dividend Date Related to the Spin-off *1 Please refer to Sony’s “Consolidated Financial Summary for the Fiscal Year Ended March 31, 2025” disclosed on May 14, 2025. *2 The TSE will determine the first center price on the trading board referring to the reference price submitte
Slide 13: Changes in Disclosure Classification of Consolidated Results in Relation to the Spin-off
13 Changes in Disclosure Classification of Consolidated Results in Relation to the Spin-off *1 From Q1 FY25, the results for FY24, the comparative period, will be restated to conform to the classification of continuing operations and the discontinued operation in accordance with IFRS Accounting Stan
Slide 14: Impact of the Spin-off on Sony's Consolidated Financial Results
14 Impact of the Spin-off on Sony’s Consolidated Financial Results *1 The expected decrease in consolidated total equity resulting from the deconsolidation of the Financial Services business as a result of the Spin-off is not reflected in the above example for the sake of simplicity. The impact of t
Slide 15: Cautionary Statement
15 Cautionary Statement Statements made in this material with respect to Sony’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Sony. Forward-looking statements include, but are not lim