email article 
print
page
Merger of Sumishin Matsushita Financial Services Co., Ltd. and STB Leasing Co., Ltd.
October 30, 2009 -- OSAKA, Japan, BUSINESS WIRE --
The Sumitomo Trust and Banking Co., Ltd. (President and CEO: Hitoshi Tsunekage; 'Sumitomo Trust') and Panasonic Corporation (President : Fumio Ohtsubo; 'Panasonic') decided to effect, as of April 1, 2010, a merger ('Lease Subsidiary Merger') of Sumishin Matsushita Financial Services Co., Ltd. ('SMFC'), a company jointly invested in by Sumitomo Trust and Panasonic, and STB Leasing Co., Ltd. ('STBL'), a wholly-owned subsidiary of Sumitomo Trust, and have entered into a basic agreement today.
1. Purpose of Merger
SMFC is a comprehensive financial services company that develops various businesses such as leasing, installment sales, credit card and financing, primarily for a wide range of clients of the Panasonic group. STBL is a professional leasing company that specializes in leasing business for large corporations, primarily for the clients of Sumitomo Trust.
SMFC and STBL integrated their businesses through a holding company structure on March 31, 2008, and have promoted cooperative operations and complementary relationships, such as sharing know-how, exchanging human resources and mutually introducing clients, mainly in the leasing business. However, due to the increasingly difficult environment surrounding the leasing business, Sumitomo Trust and Panasonic decided to merge SMFC and STBL in order to further improve competitiveness.
Sumitomo Trust and Panasonic will promptly realize the effects of rationalization arising from Lease Subsidiary Merger, and attempt to improve profitability by expeditiously shifting personnel to business with growth potential by way of reassigning personnel upon the merger of the head office and business departments, and by strengthening their characteristics.
Prior to Lease Subsidiary Merger, Sumitomo Trust will acquire a portion of SMFC's shares (equal to approximately 11% of the total number of issued shares of SMFC) from Panasonic around the beginning of November 2009.
2. Direction of the Newly Merged Company
The newly merged company that will be established as a result of Lease Subsidiary Merger will be a comprehensive financial services company that provides a variety of sophisticated financial instruments, such as leasing, installment sales, credit card and financing, to a wide range of clients of Sumitomo Trust and the Panasonic group.
In addition to such a diverse client base, the most significant characteristics of the newly merged company will be its small-amount leasing and installment sales businesses infrastructure distinctive to manufacturers as well as propose-based sales, high risk-control ability and stable fund-raising capability that are characteristics associated with Sumitomo Trust.
The newly merged company will aim to evolve and develop into a unique corporation by merging individual characteristics of banks and manufacturers. Specifically, the newly merged company will focus on (i) enhancing businesses such as leasing, installment sales and financing based on products, (ii) expanding dealer leasing (i.e., small-amount vendor leasing) with growth potential, and (iii) promoting a new environment-related business with products such as solar loans for solar power generation systems.
The corporate name of the newly merged company is expected to be 'Sumishin Panasonic Financial Services Co., Ltd.', and the newly merged company will further strengthen its cooperation with the Panasonic group, and actively promote sales financing to support local electrical stores and sales of products of the Panasonic group.
3. Scheme of Merger
As of April 1, 2010, (i) the merger of SMFC and STBL and (ii) the merger ('Lease Holding Company Merger') of Sumitomo Trust and STB Leasing & Financial Group Co., Ltd. ('STBLFG') as a result of Lease Subsidiary Merger as described in (i) are scheduled to be executed at the same time.
For further information of the transaction described in (ii) above, please see the notice titled 'Merger of The Sumitomo Trust and Banking Co., Ltd. and Subsidiary (STB Leasing & Financial Group Co., Ltd.)' disclosed by Sumitomo Trust today.
Note: Sumitomo Trust will acquire a portion of SMFC's shares (equal to approximately 11% of the total number of issued shares of SMFC) from Panasonic around the beginning of November 2009.
| 4. Outline of Merger | ||
| (1) Schedule (planned) | ||
| Beginning of February 2010: | Board meeting to approve the execution of the merger agreement (SMFC and STBL) | |
| Beginning of February 2010: | Execution of the merger agreement | |
| Middle of February 2010: | Shareholder meeting to approve the merger (SMFC and STBL) | |
| April 1, 2010: | Effective date of the merger | |
| (2) Method of Merger | ||
| The merger will be effected through the merger of STBL with SMFC whereby SMFC is the surviving company and STBL will be dissolved.
| ||
| 5. Outline of Merging Companies | |||||||||
| (1) | Corporate Name | Sumishin Matsushita Financial Services Co., Ltd. (surviving company) | STB Leasing Co., Ltd. (non-surviving company) | ||||||
| (2) | Principal Business | Comprehensive leasing business, installment sales business, credit card business and others | Comprehensive leasing business | ||||||
| (3) | Date of Incorporation | February 27, 1967 | July 1, 1985 | ||||||
| (4) | Location | 3-2-18, Nakanoshima, Kita-ku, Osaka | 1-6-1, Marunouchi, Chiyoda-ku, Tokyo | ||||||
| (5) | Representative | Director and CEO: Masakiyo Inoue | Director and CEO: Masakiyo Inoue | ||||||
| (6) | Stated Capital | 20,520 million yen (as of the end of September 2009) | 5,064 million yen (as of the end of September 2009) | ||||||
| (7) | Total Number of Issued Shares | 7,902,440 shares | 21,584,300 shares | ||||||
| (8) | Financial Year End | March 31 | March 31 | ||||||
| (9) | Major Shareholders and Shareholding Percentage | STB Leasing & Financial Group. Co., Ltd. | 66% | STB Leasing & Financial Group. Co., Ltd. | 100% | ||||
| Panasonic Corporation | 34% | ||||||||
| (10)Relationship between Parties | |||||||||
| Capital Relationship | SMFC and STBL are subsidiaries of Sumitomo Trust. | ||||||||
| Personnel Relationship | One executive officer and one corporate auditor of Sumitomo Trust are also a director and a corporate auditor of SMFC. One executive officer, one corporate auditor and one employee of Sumitomo Trust are also director and corporate auditor of STBL . Eight employees of Sumitomo Trust have been temporarily transferred to SMFC, and four employees of Sumitomo Trust have been temporarily transferred to STBL. | ||||||||
| Business Relationship | Sumitomo Trust performs deposits, financing, leasing and other businesses with SMFC and STBL. | ||||||||
| Relationship as Affiliated Parties | Because SMFC and STBL are subsidiaries of Sumitomo Trust, SMFC and STBL are categorized as affiliated parties of Sumitomo Trust. | ||||||||
| (11) Operational Results of Three Most Recent Financial Years | |||||
| STBL (consolidated basis) | |||||
| (in millions of yen, except per share data) | |||||
| Financial Year Ended | March 31, 2007 | March 31, 2008 | March 31, 2009 | ||
| Consolidated Net Assets | 46,355 | 49,613 | 45,753 | ||
| Consolidated Total Assets | 520,409 | 543,705 | 590,167 | ||
| Consolidated Net Assets per Share (yen) | 2,147.61 | 2,298.55 | 2,119.73 | ||
| Consolidated Net Sales | 161,338 | 161,703 | 153,922 | ||
| Consolidated Operating Income | 6,710 | 6,737 | 3,314 | ||
| Consolidated Operating Net Income | 6,622 | 6,787 | 3,441 | ||
| Consolidated Net Income | 17,326 | 4,172 | 1,913 | ||
| Consolidated Net Income per Share (yen) | 802.73 | 193.31 | 88.61 | ||
| Dividend per Share (yen) | 24 | 256 | 24 | ||
| SMFC (non-consolidated basis) | ||||||
| (in millions of yen, except per share data) | ||||||
| Financial Year Ended | March 31, 2007 | March 31, 2008 | March 31, 2009 | |||
| Net Assets | 69,881 | 71,550 | 73,963 | |||
| Total Assets | 601,585 | 605,194 | 581,737 | |||
| Net Assets per Share (yen) | 8,843.07 | 9,054.26 | 9,359.55 | |||
| Net Sales | 191,261 | 191,232 | 182,630 | |||
| Operating Income | 5,041 | 3,154 | 4,262 | |||
| Operating Net Income | 5,308 | 3,392 | 4,447 | |||
| Net Income | 3,176 | 2,402 | 2,905 | |||
| Net Income per Share (yen) | 401.96 | 304.01 | 367.67 | |||
| Dividend per Share (yen) | 81 | 61 | 74 | |||
| 6. Conditions after Lease Subsidiary Merger | ||||
| (1) | Corporate Name | Sumishin Panasonic Financial Services Co., Ltd. (planned) | ||
| (2) | Location | 3-2-18, Nakanoshima, Kita-ku, Osaka (planned) | ||
| (3) | Representative | To be appointed | ||
| (4) | Principal Business | Comprehensive leasing business, installment sales business, credit card business and others | ||
| (5) | Stated Capital | 25,584 million yen (planned) | ||
| (6) | Financial Year End | March 31 | ||
7. Outlook
There will be no effect on Sumitomo Trust's and Panasonic's earnings forecast for March 31, 2010 as a result of Lease Subsidiary Merger.