SBI Global Asset Management (SBIGAM, code 4765, Prime market) and SBI Insurance Group (SBIIG, code 7326, Growth market) signed a basic agreement on 30 September 2026 to merge, with SBIGAM as the surviving company and SBIIG absorbed. Both boards approved the signing that day. SBIIG's final trading day is planned for 29 March 2027 and its delisting for 30 March, with the merger taking effect on 1 April 2027. Every one of those dates is marked as planned.
The terms, and what can still move them
The draft ratio gives SBIIG holders 3.53 SBIGAM shares for each SBIIG share. SBIGAM would issue a planned 87,615,969 new ordinary shares, a figure that could be revised if SBIIG's treasury-share count changes, for example through appraisal-right claims. Holders left with fewer than 100 SBIGAM shares can use buy-up and buy-back schemes, and fractions are paid in cash.
The ratio is not final. The companies say it can be changed by mutual agreement if the conditions behind the valuation shift materially, and that it will be fixed only in the definitive agreement. Due diligence on each other is still running.
| Method | KIC (SBIGAM's valuer) | EY (SBIIG's valuer) |
|---|---|---|
| Market price | 3.53 to 3.89 | 3.53 to 3.89 |
| Discounted cash flow | 2.51 to 4.38 | 3.31 to 4.04 |
| Agreed ratio | 3.53 | 3.53 |
The agreed 3.53 sits at the bottom of the market-price range that both valuers produced. SBIGAM's adviser was KIC and SBIIG's was EY. Both companies say they did not obtain fairness opinions from those advisers, and KIC states its work is not a fairness opinion.
Protections for minority holders
SBI Holdings controls both companies, so the merger counts as a significant transaction with a controlling shareholder under Tokyo Stock Exchange rules. The companies say they responded with independent valuers and separate independent law firms. They also kept conflicted directors out of deliberations. At SBIGAM, its president (who is also an SBIIG director) and a second director (who is SBI Holdings' chairman and president) did not take part in the board's deliberation and vote, and the other three directors approved the signing unanimously. At SBIIG, six directors approved, with that same SBIGAM president and an SBI Holdings adviser excluded.
Five independent officers at SBIGAM concluded that its decision to carry out the merger is not disadvantageous to minority shareholders. Three independent officers at SBIIG concluded that signing the basic agreement is not disadvantageous to its minority shareholders.
Conditions and open items
The basic agreement makes the merger conditional on a legally binding definitive agreement, approval at extraordinary shareholder meetings of both companies before the effective date, and regulatory approvals. Board approval of the definitive agreement, its signing and the shareholder-meeting dates are all planned for completion by the end of December 2026 but are not fixed. The companies also say they will announce promptly any event that delays or hinders the merger.
The surviving company's name, address, leadership, board and organisation are to be decided later.
There is a listing wrinkle. If the Tokyo Stock Exchange decides SBIGAM is not the substantive survivor, the company would enter a grace period from 1 April 2027 to 31 March 2031 to meet standards equivalent to new-listing criteria. Failing that, it could be moved to the Growth market. SBIGAM says it plans to apply for the review and is preparing to be recognised as meeting the standards early.
SBI Holdings expects the effect on its consolidated results to be minor, since the merger is between its own subsidiaries. The companies say the aim is to run asset management and insurance together, and that SBIGAM's group will work on disclosing cost structures, including additional premiums, for its own insurance products after integration.