Acquisition of ORIX Bank Corporation as a Subsidiary
April 27, 2026
Daiwa Securities Group Inc.
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Transaction Summary (1/2)
ORIX Bank Corporation (hereinafter "OBK") Daiwa Next Bank, Ltd. (hereinafter "DNB")
Transaction Overview
100% Subsidiarization
DNB to acquire all issued shares of OBK
Number of Shares to be Acquired | 1,200,000 |
Voting Rights Ratio | 100％ |
*A merger of the two banks is anticipated in the future.
Acquisition Price
¥370 billion
*The final acquisition price will be determined after price adjustments stipulated in the share transfer agreement.
Fully Self-Funded
Acquisition
The acquisition will be financed entirely from own funds.
Represents a strategic deployment of capital buffer, with financial soundness maintained.
Purpose of the Transaction
Sustainable expansion of stable revenue and improvement of ROE and EPS through strengthening the Wealth Management Division
Integration of DNB and OBK - two banks with different
strengths and management resources - to enhance solution capabilities addressing both asset and liability challenges for clients and drive a significant increase in the corporate value of both banks.
Combining OBK's superior lending and trust functions with DNB's strong deposit-gathering capability, backed by Daiwa Securities Group's robust client base and sales network, to realize sustainable growth.
Deepening total asset consulting tailored to each client's life stage.
•1
•2
Establishing a sustainable growth model driven by a "virtuous cycle of deposit growth and loan growth"
•3
Maximizing synergy effects through functional integration via merger.
Deal Summary (2/2)Capital and Regulations
Establishment of a Sustainable Growth Model and Impact on Consolidated Performance
Loan expansion
Deposit expansion
Post-integration, the combined bank will have total
assets of approx. ¥9 trillion and equity of around
¥400 billion, evolving into a full-service bank that combines advanced lending and trust capabilities with strong deposit-gathering power.
* Virtuous cycle of deposit growth and loan growth.
Significant positive impact on our consolidated performance from synergy effects plus OBK's standalone results.
①1
Synergy Potential to Improve Net Interest Income by ¥35 bn
Targeting deployment of over ¥1.5 tn in available excess reserves held by DNB, combined with approximately ¥2 tn in additional deposits to be accumulated over five years through competitive deposit rates - totaling
¥3.5 tn - into real estate investment loans, securities-backed loans and other assets, with the aim of improving net interest income.
Assuming a net interest margin of 1%, this represents a potential
improvement of ¥35 bn in net interest income.
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BOJ Current Account Interest Rate: 0.75%
OBK Yield on interest-earning assets: 2.11% (1H FY2025)
②2 Performance Impact from OBK
OBK's Profit Scale (Past 5-year average)
Assuming ¥1.5 tn x 100bp = JPY15 bn increase in NII
Ordinary Income Approx. ¥30 bn Net Income Approx. ¥20bn
On the other hand, amortization of goodwill (amount yet to be determined) associated with this acquisition is expected.
Effectively Utilizing Capital Buffer and
Maintaining Financial Soundness
Regulatory Capital Ratios after the Transaction*
Consolidated Total Capital Ratio | Over 14% (down 5pts) |
Consolidated CET1 Ratio | Over 12% (down 5pts) |
Securing Capital Buffer to Enhance Capacity for Growth Investment and Shareholder Returns
Accumulation of recurring profits, including increased earnings from this transaction.
Consideration of issuing perpetual subordinated bonds.
(no equity financing planned)
Schedule
Agreement Date
April 27, 2026
Share Transfer Date
Expected by October 2026
The share transfer will take place after obtaining approvals from the Financial Services Agency for major bank shareholders and clearance under antitrust laws.
Challenge
Strength
Challenge
Strength
An Ideal Match: Mutually Complementary Strengths and Challenges
Strong Deposit-Gathering Capability
Acquiring sticky deposits based on Daiwa Securities' customer and business base.
Strong Lending and Trust Functions
Top-class track record as a pioneer in real estate investment lending.
Limited Lending and Trust Functions
Market-based investment model centered on securities investment.
Deposit-Gathering Capability
Concerns about rising deposit interest rates due to intensified competition.
Significant Expansion of Stable Earnings through Enhancement of the Wealth Management Division Strengthening the Wealth Management Division
Deepening total asset consulting
Virtuous cycle of deposit and loan expansion
Accelerating growth through collaboration with the Asset Management Division
Significant Expansion of Stable Revenue