GMO INTERNET GROUP, INC. October 30, 2015
Company Name: | GMO Internet, Inc. |
(TSE First Section, Code: 9449) | |
Address: | 26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN |
Representative: | Masatoshi Kumagai, CEO and Founder |
Contact: | Masashi Yasuda, Chief Financial Officer |
Telephone: | +81 3 5456 2555 |
URL: | http://www.gmo.jp/en |
GMO Internet, Inc. consolidated subsidiary, GMO CLICK Holdings, Inc. (JASDAQ Standard: 7177) and GMO CLICK Securities have executed a Memorandum of Understanding with Daiwa Securities Group, Inc. (TSE 1: 8601), and subsidiary, Daiwa Securities, Inc. in which the parties will consider a business alliance. Under the agreement, Daiwa Securities Group will acquire part of the stake held by GMO Internet in
GMO CLICK HD.
GMO CLICK HD (Subsidiary to participate in business alliance)
(1)
Company Name
GMO CLICK Holdings, Inc. (JASDAQ: 7177)
(2)
Address
20-1 Sakuragaokacho, Shibuya-ku, Tokyo
(3)
Representative
Hiroyasu Kito, CEO
(4)
Business Description
Financial Holdings Company
(5)
Capital
JPY 248 million (as of September 30, 2015)
GMO CLICK Securities (Subsidiary to participate in business alliance)
(1) | Company Name | GMO CLICK Securities, Inc. |
(2) | Address | 20-1 Sakuragaokacho, Shibuya-ku, Tokyo |
(3) | Representative | Hiroyasu Kito, CEO |
(4) | Business Description | Financial products trading business (operating under Japanese financial instruments and exchange law) |
(5) | Capital | JPY4.34 billion (as of September 30, 2015) |
Reason for Business Partnership
GMO CLICK HD operates online financial services primarily for retail investors with the objective of making financial services more open and more accessible. Predominantly driven by GMO CLICK Securities, the group provides a trading platform for financial products including securities, FX, and CFD. GMO CLICK Securities became the world's number 1 FX provider by transaction volume six years after launching the service, and has retained that position for three consecutive years since 2012.
In April 2015, Daiwa Securities Group established a new three-year mid-term management plan with the theme 'Passion for the Best' 2017. Under this plan, Daiwa Securities Group aims to respond to 'the
full-fledged start of an era of transition from savings to investment, with industry-leading quality to attract customers and become their best partner'. Daiwa Securities Group is now working on establishing a platform which provides optimal products and easy information access in order to be the securities group chosen by a wide range of investors from the young to the retired.
The four companies today executed the memorandum of understanding regarding a business alliance, with the expectation that an alliance would increase corporate value by mutually utilizing managerial resources to improve quality of service and convenience to customers. GMO Internet also believes that the business alliance will contribute to improving its own corporate value, and therefore made the decision to sell part of its holdings in GMO CLICK HD.
Details of the Business Alliance
Details of the Business Alliance
The four companies plan to establish a cooperative framework for the provision of leading-edge financial services attractive to customers. The alliance would combine Daiwa Securities Group's firm business foundation and know-how in securities business cultivated as a comprehensive securities group, with GMO CLICK HD and GMO CLICK Securities ability to develop systems independently and its strong marketing expertise. Following discussions, the parties aim to execute a business partnership agreement which defines the alliance in more detail by the end of March 2016.
Details of the Share Transfer
Overview of Parties
Overview of Daiwa Securities Group, Inc. (as of June 30, 2015)
(1)
Company Name
Daiwa Securities Group, Inc. (TSE: 8601)
(2)
Address
9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(3)
Representatives
Takashi Hibino, President and CEO
(4)
Business Description
Ownership, management and control of company operating financial
instruments and exchange business
(5)
Capital
JPY 247,397 million
(6)
Date Established
December 27, 1943
STATE STREET BANK AND TRUST COMPANY
9.66%
505223
Japan Trustee Services Bank, Ltd. Trust Account 3.57%
The Master Trust Bank of Japan, Ltd. Trust Account 3.26%
Sumitomo Mitsui Banking Corporation
1.76%
Major Shareholders and
Ownership Ratio (as of March 31, 2015)
THE BANK OF NEW YORK MELLON SA／NV 10 1.68%
(7)
Japan Trustee Services Bank, Ltd. Sumitomo Mitsui
1.45%
Trust Pension Account
STATE STREET BANK WEST CLIENT - TREATY
1.25%
505234
Taiyo Life Insurance Company
1.23%
Nippon Life Insurance Company
1.21%
Japan Trustee Services Bank, Ltd. Trust Account 1.12%
Capital
None
Executive
None
(8)
Transactional
The company's consolidated subsidiary Daiwa Securities provides advisory services to
GMO Internet.
Related Party
Relationships
None
(9)
Operating Results and Financial Condition in the Three most Recent Fiscal Terms
Fiscal Term
FYE 3/2013 FYE 3/2014
FYE 3/2015
Net Assets
JPY 1,082,567 millions
JPY 1,253,462 millions
JPY 1,434,680 millions
Total Assets
JPY 19,049,099 millions
JPY 19,480,863 millions
JPY 23,001,585 millions
Net Assets per Share
JPY 536.72
JPY 633.53
JPY 725.27
Operating Revenue
JPY 525,411 millions
JPY 642,829 millions
JPY 659,396 millions
Operating Profit
JPY 83,812 millions
JPY 184,593 millions
JPY 170,839 millions
Ordinary Profit
JPY 95,176 millions
JPY 197,045 millions
JPY 184,578 millions
Net Profit
JPY 72,909 millions
JPY 169,457 millions
JPY 148,490 millions
Net Profit per Share
JPY 43.00
JPY 99.63
JPY 87.07
Dividend per Share
JPY 15
JPY 34
JPY 30
Overview of Daiwa Securities, Inc. (as of June 30, 2015)
Daiwa Securities Group will acquire 11,100,000 shares (9.6% of outstanding shares as of September 30, 2015) in GMO CLICK HD held by GMO Internet in a share transfer. Going forward may acquire further shares in GMO CLICK HD up to a total of 20% of outstanding shares (including shares acquired today), based on the progress and outcome of the business alliance. Following the transfer, GMO Internet will hold 83.1% of shares in GMO CLICK HD.
(1) | Company Name | Daiwa Securities, Inc. | ||
(2) | Address | 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo | ||
(3) | Representatives | Takashi Hibino, President and CEO | ||
(4) | Business Description | Securities trading, securities trading brokerage, agency and proxy services, securities underwriting in financial instruments and exchange and ancillary services. | ||
(5) | Capital | JPY 100,000 million | ||
(6) | Date Established | August 21, 1992 | ||
（7） | Major Shareholders and Ownership Ratio (as of October 1, 2015) | Daiwa Securities Group, Inc, | 100% | |
Capital | None | |||
Executive | None | |||
（8） | Reportable Related Party Relationships | Transactional | The company provides advisory services to GMO Internet. | |
Related Party Relationships | None | |||
（9） | Operating Results and Financial Condition in the Three most Recent Fiscal Terms | |||
Fiscal Term | FYE 3/2013 FYE 3/2014 | FYE 3/2015 | ||
Net Assets | JPY 563,888 millions JPY 709,083 millions | JPY 700,728 millions | ||
Total Assets | JPY 11,507,229 millions JPY 10,917,306 millions | JPY 12,068,012 millions | ||
Net Assets per Share | JPY 695,987.27 JPY 875,196.16 | JPY 864,883.09 | ||
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