To whom it may concern:
Company name Seven Bank, Ltd.
September 26, 2025
Representative Masaaki Matsuhashi, President and
Representative Director
(Security code: 8410, Prime Market of the Tokyo Stock Exchange)
Contact Ken Shimizu, Managing Executive Officer
and General Manager of Planning Division
(TEL: 03-3211-3041)
Notice Concerning the Capital and Business Alliance with ITOCHU Corporation, Disposal of Treasury Stock through Third-Party Allotment, and Change of Major Shareholders
The Company hereby announces that, at the meeting of its Board of Directors held on September 26, 2025, it resolved to enter into an agreement on capital and business alliance (hereinafter the "Capital and Business Alliance") with ITOCHU Corporation (hereinafter "ITOCHU" or the "Scheduled Allottee") and to dispose of treasury stock through a third-party allotment to ITOCHU (hereinafter the "Disposal of Treasury Stock").
In addition, as a result of the Disposal of Treasury Stock, changes in the Company's major shareholders are expected, and the Company hereby also gives notice thereof.
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Capital and business alliance with ITOCHU Corporation
Purpose and reason for the Capital and Business Alliance
The Company upholds its purpose: "We shape the future of everyday life by seeing your wishes and going beyond." With more than 28,000 ATMs deployed nationwide, including those installed at 7-Eleven convenience stores, the Company provides a diverse range of financial services closely aligned with customers' daily lives.
In its Medium-Term Management Plan formulated in 2021, the Company set forth basic measures for sustainable growth, including the reform of its core ATM platform business and the promotion of business diversification in strategic business fields through aggressive investment. Guided by these basic measures, the Company has been steadily advancing a variety of initiatives.
Meanwhile, the business environment surrounding the Group has undergone rapid changes in recent years, including rising prices and interest rates in Japan and overseas, diversification of payment methods driven by advances in digital technology, and new entrants from other industry sectors into the financial business. To further expand and enhance financial services that respond to customer needs while adapting to such changes in the business environment, the Company has been broadly examining its future strategies, including collaboration and alliances with external companies.
As a result of these considerations, the Company has decided to pursue collaboration with ITOCHU, a general trading company that, under its corporate philosophy of "Sampo-yoshi" (meaning good for the seller, good for the buyer, and good for society), leverages its diverse domestic and overseas business platforms with strengths in the consumer-related sector to the fullest extent, while creating new businesses and developing new customers from a market-oriented perspective that responds to market and consumer needs. Accordingly, the Company has resolved to enter into a capital and business alliance agreement with ITOCHU.
The Capital and Business Alliance is intended to maximize the resources and expertise of both groups to create value in new areas of financial service.
Specifically, by combining the Company's expertise accumulated in ATMs and retail financial services with ITOCHU's business platforms, the two companies aim to develop and deliver new financial services.
Through this alliance, both companies will seek to provide higher value-added financial services to customers and society as a whole, and to build innovative business models through collaboration that leverages the strengths of both parties.
Details of the Capital and Business Alliance
Business alliance
The Company and ITOCHU have agreed to work together on the following initiatives with the aim of enhancing the corporate value of both groups. The specific details of implementation, including timing, will be discussed and determined by the two companies in due course.
To commence the installation of ATM machines operated by the Company in FamilyMart convenience stores operated by FamilyMart Co., Ltd., a subsidiary of ITOCHU.
To engage in good faith discussions concerning business alliance and capital alliance between the two companies, as well as their respective subsidiaries and affiliates, in relation to credit card operations, payment services, and other financial businesses.
Capital alliance
On September 26, 2025, the Company entered into the Capital and Business Alliance Agreement with ITOCHU. In connection therewith, 191,700,000 shares of the Company's treasury stock will be allotted to ITOCHU, and ITOCHU is scheduled to subscribe for all of such shares. As a result, ITOCHU's shareholding ratio in the Company, calculated against the total number of issued shares (excluding treasury stock), is expected to be 16.34% (rounded to two decimal places). For details of the Disposal of Treasury Stock, please refer to "II. Disposal of treasury stock through third-party allotment."
In the Capital and Business Alliance Agreement, ITOCHU has expressed its intention, along with the acquisition of shares of the Company through the Disposal of Treasury Stock, to acquire additional shares of the Company through market purchases or other transactions until it holds 20% of the Company's voting rights, subject to obtaining the necessary licenses and authorizations from the relevant authorities (including the authorization to be obtained by a bank's major shareholders pursuant to Article 52-9, Paragraph 1 of the Banking Act and other licenses and authorizations under competition law). ITOCHU has explained that, in the event it comes to hold 20% of the Company's voting rights as a result of such additional acquisition, the Company is expected to become an equity-method affiliate of ITOCHU. Should this result in changes in the Company's other related company, such changes will be promptly disclosed.
Overview of the counterparty to the Capital and Business Alliance
For an overview of the Scheduled Allottee, the counterparty to the Capital and Business Alliance, please refer to "II. Disposal of treasury stock through third-party allotment, 6. Reason for selection of the Scheduled Allottee, etc., (1) Overview of the Scheduled Allottee."
Timetable
(1) Date of the Board of Directors' resolution
September 26, 2025
(2) Date of execution of the Capital and Business Alliance Agreement
September 26, 2025
(3) Date of payment for the Disposal of Treasury Stock
October 14, 2025
Note: The Disposal of Treasury Stock is conditional upon the Securities Registration Statement filed under the Financial Instruments and Exchange Act having become effective.
Outlook
The Company believes that the Capital and Business Alliance will contribute to the enhancement of its corporate value; however, the specific impact on its business performance for the fiscal year ending March 31, 2026 and thereafter is currently undetermined. Should any matters requiring disclosure arise in the course of further discussions between the two companies regarding the details of the business alliance, such matters will be disclosed promptly.
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Disposal of treasury stock through third-party allotment
Overview of the Disposal of Treasury Stock
(1) Date of disposal
October 14, 2025
(2) Number of shares for disposal
Common stock: 191,700,000 shares
(3) Disposal price
¥268 per share
(4) Amount of funds to be procured
¥51,375,600,000
(5) Method of offering or disposal
(scheduled disposal recipient)
All shares will be allotted to ITOCHU by way of third-party allotment.
(6) Other matters
The payment for the Disposal of Treasury Stock is conditional upon the Securities Registration Statement filed under the Financial Instruments and Exchange Act having
become effective.
Purpose and reason for the Disposal of Treasury Stock
The Company and ITOCHU believe that a business alliance will contribute to the enhancement of the corporate value of both companies. To establish a stable and reliable relationship between the two companies to ensure the steady promotion of the business alliance, the two companies have also agreed to form a capital alliance through ITOCHU's ownership of shares in the Company. For further details, please refer to "I. Capital and business alliance with ITOCHU Corporation, 1. Purpose and reason for the Capital and Business Alliance" above.
In considering this financing, the Company also examined various other alternatives, taking into account the impact on existing shareholders. However, for the reasons set forth below, the Company has determined that implementing the Disposal of Treasury Stock, with ITOCHU as the Scheduled Allottee, is the best course of action as a reliable and prompt means of strengthening capital.
Financing through indirect financing (bank borrowings) or through corporate bonds, including convertible-bond-type bonds with share acquisition rights, would involve additional debt financing, leading to a decline in the capital adequacy ratio and failing to contribute to the maintenance and strengthening of the Company's financial soundness.
Public offerings, shareholder allotments, and rights offerings tend to require more time and higher costs compared to equity financing through third-party allotment, and since they do not involve a capital and business alliance that contributes to the enhancement of medium- to long-term corporate value and shareholder value, they are considered likely to have a direct impact on the stock price.
Financing through share acquisition rights would not allow the Company to raise the necessary funds at the time of issuance, and depending on stock price trends, the Company may not be able to raise the amount of funds initially expected, or the actual proceeds may fall short of the initial expectations.
Although the Disposal of Treasury Stock will result in a certain level of dilution, the Company believes that building a cooperative relationship with ITOCHU under the Capital and Business Alliance will contribute to the enhancement of both its corporate value and shareholder value.
Amount and use of funds to be procured, and scheduled timing of expenditure
Amount of funds to be procured
(i) Total amount to be paid in
¥51,375,600,000
(ii) Estimated amount of issuance costs
¥9,000,000
(iii) Estimated net proceeds
¥51,366,600,000
Notes 1. The estimated amount of issuance costs do not include consumption taxes.
2. The estimated amount of issuance costs primarily consists of legal fees, preparation expenses for the Securities Registration Statement, and other related documentation expenses.
Specific use of funds to be procured
Specific use of funds
Amount (Millions of yen)
Scheduled timing of expenditure
Growth investments primarily for the installation of ATMs
51,366
From April 2026 to June 2027
Note: The funds to be raised will be held and managed in a bank account until actual disbursement.
The funds to be raised through the Disposal of Treasury Stock are scheduled to be applied to costs related to the installation of new ATMs and the replenishment of cash in ATMs, which are expected to arise in connection with the Capital and Business Alliance. For further details, please also refer to "I. Capital and business alliance with ITOCHU Corporation, 2. Details of the Capital and Business Alliance, (1) Business alliance" above. After the scheduled expenditure period, the installation of ATMs will be funded through the Company's free cash flow and the cash flow generated from the newly installed ATMs, as well as through the optimal financing methods to be considered in light of the Company's business conditions and the external environment at that time.
Views concerning rationality of use of funds
The Company believes that applying the funds to be raised through the Disposal of Treasury Stock to the uses described in "II. Disposal of treasury stock through third-party allotment, 3. Amount and use of funds to be procured, and scheduled timing of expenditure, (2) Specific use of funds to be procured" will contribute to the enhancement of the Company's corporate value, and has determined that the use of funds to be raised through the Disposal of Treasury Stock is reasonable.
Rationality of disposal conditions, etc.
Basis of calculation and specific details of the amount to be paid in
The amount to be paid in per share for the Disposal of Treasury Stock was determined to be ¥268, which is the simple average (rounded to the nearest whole number) of the closing prices of the Company's common stock on Tokyo Stock Exchange, Inc. (hereinafter the "Tokyo Stock Exchange") during the period from June 20, 2025, the business day immediately following June 19, 2025, the date on which the Company announced in its timely disclosure "Notice Concerning Acquisition of Treasury Stock and Repurchase of Treasury Stock Through the Off-Auction Own Share Repurchase Trading System (ToSTNeT-3)" the purchase of treasury stock through the Off-Auction Own Share Repurchase Trading System (ToSTNeT-3) from the three wholly owned subsidiaries (Seven-Eleven Japan Co., Ltd., Ito-Yokado Co., Ltd., and York Benimaru Co., Ltd.) of Seven & i Holdings Co., Ltd., which was then the Company's parent company, to August 15, 2025, the business day immediately preceding which the Company announced in its timely disclosure "Notice Concerning Commencement of Capital and Business Alliance Discussions with ITOCHU Corporation" that it had commenced discussions with ITOCHU regarding the Capital and Business Alliance on August 18.
In determining the amount to be paid in, the Company adopted the average share price over the above period, rather than using the share price at a single point in time, on the basis that employing an average price over a certain period provides a more normalized price, eliminates temporary market fluctuations and other special factors, and ensures greater objectivity and reasonableness as a basis for calculation. The Company determined that it was appropriate to designate as such period the interval from June 20, 2025, the day immediately following the date of announcement of the above repurchase of treasury stock (which involved a significant change in the Company's shareholder composition, as a result of which Seven & i Holdings Co., Ltd., the Company's parent company at that time, ceased to be a parent company and became classified as "other related company"), to August 15, 2025, the business day immediately preceding which the Company announced the commencement of discussions regarding the Capital and Business Alliance with ITOCHU,
prior to the anticipated enhancement of the Company's corporate value through the Capital and Business Alliance being reflected in the market price of its stock.
It should be noted that the amount to be paid in per share for the Disposal of Treasury Stock (¥268) represents a discount of 7.6% to the closing price of the Company's common stock of ¥290 on the business day immediately preceding the date of the Board of Directors' resolution concerning the Disposal of Treasury Stock (hereinafter the "Board Resolution Date"), a discount of 7.2% to the simple average closing price of
¥288.7 during the one-month period immediately preceding the Board Resolution Date (from August 25, 2025 to September 25, 2025), a discount of 3.4% to the simple average closing price of ¥277.3 during the three-month period immediately preceding the Board Resolution Date (from June 25, 2025 to September 25, 2025), and a discount of 0.8% to the simple average closing price of ¥270.2 during the six-month period immediately preceding the Board Resolution Date (from March 25, 2025 to September 25, 2025) (all simple average closing prices rounded to one decimal place). This is in compliance with the Guidelines for Handling of Allotment of New Shares to Third Party issued by the Japan Securities Dealers Association, and therefore the Company has determined that the amount to be paid in does not constitute a particularly favorable price to the Scheduled Allottee.
Furthermore, with respect to the amount to be paid in, the Company has also obtained opinions from its four Audit & Supervisory Board Members (including two Outside Audit & Supervisory Board Members) that the determination of the amount to be paid in based on the above calculation basis is fair and appropriate, and that it does not constitute a particularly favorable price as it complies with the Guidelines for Handling of Allotment of New Shares to Third Party issued by the Japan Securities Dealers Association.
Basis of judgment that the disposal quantity and impact of dilution are reasonable
The number of shares to be disposed of through the Disposal of Treasury Stock is 191,700,000 shares (corresponding to 1,917,000 voting rights), which represents 19.53% of the total number of issued shares of the Company's common stock (excluding treasury stock) of 981,485,325 as of June 30, 2025 (equivalent to 19.55% of the total voting rights of 9,807,557 as of June 30, 2025; both figures rounded to two decimal places). Accordingly, a certain level of dilution will occur.
However, the Company believes that the Disposal of Treasury Stock and the collaboration with ITOCHU under the Capital and Business Alliance will contribute to the enhancement of the Company's corporate value and ultimately lead to the improvement of existing shareholders' interests. Therefore, the Company has determined that the quantity of shares to be disposed of and the resulting level of dilution are reasonable in scale.
Moreover, as the dilution ratio resulting from the Disposal of Treasury Stock is less than 25% and does not involve a change of the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions pursuant to Rule 432 of the Securities Listing Regulations of the Tokyo Stock Exchange. Nevertheless, given that the dilution ratio is 19.55%, which constitutes a certain level of dilution, and that ITOCHU, the Scheduled Allottee, has indicated its intention to acquire additional shares of the Company through market purchases or other transactions, along with the acquisition of the Company's shares through the Disposal of Treasury Stock, the Company, out of consideration for the interests of existing shareholders, established a Special Committee pursuant to matters to be observed under the code of corporate conduct for third-party allotment. The Special Committee, composed of three independent members with no interest in the Company's management or ITOCHU, namely Mr. Yuji Hirako and Mr. Etsuhiro Takato, Independent Outside Directors of the Company, and Ms. Chieko Ogawa, an Independent Outside Audit & Supervisory Board Member of the Company, deliberated on the necessity and suitability of the Disposal of Treasury Stock. As a result, the Company received a report from the Committee on September 26, 2025, stating that the necessity and suitability of the Disposal of Treasury Stock are recognized. For further details, please refer to "II. Disposal of treasury stock through third-party allotment, 9. Matters concerning the procedure under the code of corporate conduct."