Filed by The Bank of Yokohama, Ltd.
Pursuant to Rule 425 under the U.S. Securities Act of 1933
Subject Companies: The Bank of Yokohama, Ltd. (File Number: 132-_____) and
The Higashi-Nippon Bank, Limited (File Number: 132-_____)
Dated November 17, 2014
SUMITOMO METALS ANNUAL REPORT 2011 Message from the President I am Hiroshi Tomono, President of Sumitomo Metals. My job is to raise the corporate value of Sumitomo Metals. I have been pursuing the strategy of reinforcing our intangible assets, strengthening our strengths, and accelerating distinctiveness in order to grow in a sustained way that balances quality and scale. We began studying the merger with Nippon Steel, scheduled in October 2012, in order to raise our value more quickly. Both companies share the common belief of contributing to society through steelmaking. Our goal is to become the most competitive steelmaker in terms of technology, quality, and costs by consolidating the resources of both companies. | ![]() |
SUMITOMO METALS ANNUAL REPORT 2011 Message from the President Becoming the most competitive steelmaker through the merger with Nippon Steel Growth that balances quality and scale through the merger October 1, 2012 is our target date for the merger. Through the merger, we will globalize faster and become the most competitive steelmaker worldwide in terms of technology and costs. We believe the merger is the best way to raise our value quickly by strengthening our strengths and accelerating distinctiveness. Our motto is "Make steel, make our future." With Nippon Steel, we share the common belief of contributing to society through steelmaking. We also share the realization that we will be a globally competitive steelmaker by combining the strengths of both companies. The merger will make us a steelmaker of around 48 million metric tons per year in volume*. But our focus is not only volume, but on quality such as technologies and a relationship of trust with our customers. *Crude steel production for fiscal 2010: 12.9 million metric tons for Sumitomo Metals (including Sumitomo Metals (Kokura), Ltd. and Sumikin Iron & Steel Corporation); 34.9 million metric tons for Nippon Steel (consolidated basis) Quick realization of merger synergies Nippon Steel has been our long-standing partner since 2002, cooperating in such events as the consolidation of group companies and capital participation. In addition, it is Sumitomo Metals' second largest shareholder, with a 9.7 percent stake. We chose to merge into a single new company rather than establishing a holding company in order to realize merger synergies more quickly. We are studying toward a merger with the spirit of the equals under the motto of "Best for the new company." Sumitomo Metals' Corporate Philosophy We will preserve the Sumitomo Spirit and transmit it to the future, treasure people and technologies, and contribute to society through manufacturing. Targeted Direction of Growth Balance Between Quality and Scale Accelerating Distinctiveness Quality improvement What Sumitomo Metals is Aiming For Pursuing Only Increase in Sales What Sumitomo Metals is Not Aiming For Scale expansion Accelerate Globalization Through the merger, we plan to accelerate the establishment of overseas operations by combining the strong products of each company and consolidating resources such as people, technologies, and sales networks. Strengthen technologies to become a global leader The merger will mean having more resources to invest in R&D. There is still a huge frontier of potential for iron to perform better as a physical element. We are confident that we can develop innovative new products to contribute to society and the environment. We also aim to become a leader in the area of utilizing lower grade raw materials by combining both companies' technologies. Reducing costs to win global competition The new company will reduce its costs to win global competition by consolidating technologies and other resources. Sumitomo Metals' Strength: Major products for which it has 50% or more market share (Company estimates) Share Domestic Global 100% Railway wheels and axles Full-active suspension system for railway vehicles Forged steel break disks for railway vehicles SG tubes*1 for PWR nuclear power generation Seamless pipe for automobile airbag inflators 90% High-alloy OCTG 80% Lightweight welded H-beams Excellent white painted steel sheets*2 Railway couplers Forged crankshafts for trucks and buses Steel sheet for hot-press use Stainless boiler tubes for USC*3 coal-fired thermal power plants 70% Materials for automotive crankshafts Titanium-made cathode drum for producing electrolytic copper foil 60% Black Zn-Ni coated steel sheets Railway train gear units 50% Bogie trucks for railways Steel plates for penstocks*4 of 590MPa strength and over High-carbon steel sheets for CVT*5 belt elements Pure titanium sheet for passenger airliners *1 Steam generator tube *2 Reflecting sheet for lightning equipment *3 Ultra Super Critical conditions when temperature and pressure are higher than conventional levels in a boiler for thermal power generation *4 Penstock for hydroelectric power stations *5 Continuously Variable Transmission | ![]() |
The Bank of Yokohama, Ltd. and The Higashi-Nippon Bank, Limited, or one of them, may file a registration statement on Form F-4 (“Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the possible business combination (or integration) between the two companies, if it is consummated. The Form F-4 (if filed) will contain a prospectus and other documents. If a Form F-4 is filed and declared effective, the prospectus contained in the Form F-4 will be mailed to U.S. shareholders of The Bank of Yokohama, Ltd. and The Higashi-Nippon Bank, Limited, or one of them, prior to the shareholders’ meeting(s) at which such business combination (or integration) will be voted upon. The Form F-4 and prospectus (if the Form F-4 is filed) will contain important information about the two companies, such business combination (or integration) and related matters. U.S. shareholders to whom the prospectus is distributed are urged to read the Form F-4, the prospectus and other documents that may be filed with the SEC in connection with such business combination (or integration) carefully before they make any decision at the respective shareholders’ meeting with respect to such business combination (or integration). Any documents filed with the SEC in connection with such business combination (or integration) will be made available when filed, free of charge, on the SEC’s web site at www.sec.gov. In addition, upon request, the documents can be distributed for free of charge. To make a request, please refer to the following contact information. | |
The Bank of Yokohama, Ltd. Corporate Planning Department, Public Relations and CSR Office | Tel: 045-225-1141 |
The Higashi-Nippon Bank, Limited Corporate Planning Department, Public Relations Office | Tel: 03-3273-4073 |