UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2019
Commission File Number001-33098
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 Form20-F or Form40-F.Form 20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b):82- .
THIS REPORT ON FORM6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORMF-3 (FILE NO. 333-233354) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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: | August 22, 2019 | |
Mizuho Financial Group, Inc. | ||
By: | /s/ Makoto Umemiya | |
Name: | Makoto Umemiya | |
Title: | Managing Executive Officer / Group CFO |
August 22, 2019
To whom it may concern:
Company Name: Mizuho Financial Group, Inc.
Representative: Tatsufumi Sakai, President & CEO
Head Office: 1–5–5 Otemachi, Chiyoda–ku, Tokyo
Stock Code Number: 8411 (Tokyo Stock Exchange (First Section))
Agreement concluded with Credit Saison regarding the dissolution of the Comprehensive Strategic Business Alliance Agreement
Mizuho Bank, Ltd. (President and CEO: Koji Fujiwara), a consolidated subsidiary of Mizuho Financial Group, Inc.; Credit Saison Co., Ltd. (President and COO: Masahiro Yamashita); UC Card Co., Ltd. (President and CEO: Nobuaki Kitajima); and Qubitous Co., Ltd. (President and CEO: Keitaro Shigemasa) have concluded an agreement to dissolve (“this Dissolution Agreement”) the Comprehensive Strategic Business Alliance Agreement (“the Alliance”) and have concluded other contracts as outlined below. This follows the conclusion on February 22, 2019 of a Basic Agreement regarding the Termination of the Comprehensive Strategic Business Alliance Agreement (“Basic Agreement”) between Mizuho Bank and Credit Saison.
• | Basic Agreement dated February 22, 2019 |
Parties to this agreement: Mizuho Bank, Credit Saison
This Basic Agreement is based on the contract below.
— | Comprehensive Strategic Business Alliance Agreement dated December 24, 2004 (including all amendments thereafter) |
Parties to this agreement: Mizuho Bank, Credit Saison, UC Card |
This agreement was later amended to add Qubitous as an additional party. |
1. | Rationale for this Dissolution Agreement |
In light of changes in the business environment surrounding the credit card industry, Mizuho Bank concluded this Dissolution Agreement in order to respond to these changes and transition to a relationship where all parties can better maximize their strengths and proactively grow their businesses. This follows the conclusion on February 22, 2019 of a Basic Agreement regarding the Termination of the Comprehensive Strategic Business Alliance Agreement.
Although the Alliance will be dissolved on October 1, 2019, Mizuho Bank will continue to maintain a cooperative business relationship with Credit Saison.
2. | Other contracts concluded |
(1) | Contract regarding the absorption-type corporatebreak-up of Qubitous, with UC card-related business domains being absorbed by UC Card. |
(2) | Contract regarding the transfer of Mizuho Bank’s shareholdings in Qubitous to Credit Saison. |
(3) | Contract regarding the transfer of Credit Saison’s shareholdings in UC Card to UC Card. |
3. | Planned timeline for the dissolution of the Alliance |
Resolution at the UC Card General Meeting of Shareholders regarding the corporatebreak-up of Qubitous: September 11, 2019
Resolution at the Qubitous General Meeting of Shareholders regarding the corporatebreak-up of Qubitous: September 11, 2019
Dissolution of the Alliance (effective date): October 1, 2019
Corporatebreak-up stipulated in 2.(1) and transfer of shareholdings stipulated in 2.(2) and (3) (effective date): October 1, 2019 (same date as above)
4. | Financial outlook |
We do not anticipate a significant impact on either consolidated ornon-consolidated financial results in the current fiscal year. We are currently examining the potential impact that the dissolution of the Alliance may have on consolidated andnon-consolidated financial results in the next fiscal year and beyond.
We will promptly disclose any further updates regarding this topic which are subject to disclosure.
Contact: | Mizuho Financial Group, Inc. |
Public Relations Office |
Corporate Communications Department |
Tel: 81-3-5224-2026 |