UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2013

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-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 Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                    .

 

 

 

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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.

 

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February 26, 2013

To whom it may concern:

 

		Company Name:		Mizuho Financial Group, Inc.
		Representative:		Yasuhiro Sato
				President & CEO
		Head Office:		2-5-1 Marunouchi
				Chiyoda-ku, Tokyo
		(Code Number: 8411 TSE Ÿ OSE 1st Sec.)
		Company Name:		Mizuho Bank, Ltd.
		Representative:		Takashi Tsukamoto
				President & CEO
		Head Office:		1-1-5 Uchisaiwaicho
				Chiyoda-ku, Tokyo
		Company Name:		Mizuho Corporate Bank, Ltd.
		Representative:		Yasuhiro Sato
				President & CEO
		Head Office:		1-3-3 Marunouchi
				Chiyoda-ku, Tokyo

Signing of Merger Agreement between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.,

Change in Trade Name of Mizuho Corporate Bank, Ltd. and

Determination of Representative Director after Merger

Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) (“MHFG”), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) (“MHBK”) and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) (“MHCB”) announced on November 14, 2011 in the release titled “Memorandum of Understanding on Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.” that MHBK and MHCB decided to conduct a merger (the “Merger”) by around the end of the first half of fiscal year 2013. MHFG, MHBK and MHCB also announced on March 30, 2012 in the release titled “Determination of Effective Date of Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.” that they determined that the effective date of the Merger (the “Scheduled Date of the Merger”) shall be July 1, 2013. In addition, MHFG, MHBK and MHCB announced on February 8, 2013 in the release titled “Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd.” that the representative director, etc. of MHCB as of the Scheduled Date of the Merger had been determined.

MHFG, MHBK and MHCB hereby announce that they have determined that MHBK and MHCB will, on the condition that, among other things, permission is obtained from the relevant authorities in Japan, conduct the Merger, and that MHBK and MHCB have signed a merger agreement (the “Merger Agreement”) today. In addition, MHFG, MHBK and MHCB hereby announce that they have determined the change in MHCB’s trade name on the condition that the Merger takes effect and determined additional representative directors of MHCB as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCB’s general shareholders meeting and the resolution of MHCB’s board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

 

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1.	Purpose of the Merger

Through the Merger, our group (“Mizuho”) aims to become able to provide directly and promptly diverse and functional financial services to both MHBK and MHCB customers, utilizing the current “strengths” and “advantages” of MHBK and MHCB, and to continue to improve customer services by further enhancing group collaboration among the banking, trust and securities functions. At the same time, MHFG aims to realize further enhancement of the consolidation of group-wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.

In addition to the Merger, MHFG will continue to consider the possibility of a consolidation that includes Mizuho Trust & Banking Co., Ltd. (President & CEO: Takashi Nonaka).

 

2.	Summary of the Merger

 

(1)

Schedule of the Merger

 

Meetings of the board of directors for determination of the signing of the Merger Agreement		February 26, 2013
Signing of the Merger Agreement		February 26, 2013
General meetings of shareholders and the general meetings of class shareholders for approval of the Merger Agreement		February 26, 2013
Effective date of the Merger		July 1, 2013 (scheduled)

 

(2)

Method of the Merger

An absorption-type merger, whereby MHCB will be the surviving company and MHBK will be the dissolving company

 

(3)

Details of Allotment upon the Merger

MHFG holds all of the issued shares (excluding treasury stock) of each of MHBK and MHCB. Therefore, upon the Merger, MHCB (the surviving company in absorption-type merger) will not deliver to shareholders of MHBK (the dissolving company in absorption-type merger) shares or any other assets, as consideration for the Merger.

 

(4)

Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger

MHBK and MHCB have issued neither stock acquisition rights nor bonds with stock acquisition rights.

 

3.	Change in Surviving Company’s Trade Name

 

(1)

New Trade Name

Mizuho Bank, Ltd.

 

(2)

Scheduled Date of Change

July 1, 2013

Please note that MHCB’s trade name will be changed on the condition that the Merger takes effect.

 

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4.	Determination of Representative Directors after the Merger (as of July 1, 2013)

 

Name		New Title		Current Title		Other positions
Masaaki Kono		Deputy President and Deputy President - Executive Officer (Representative Director)		Managing Executive Officer		Deputy President - Executive Officer of MHFG
Toshitsugu Okabe		Deputy President and Deputy President - Executive Officer (Representative Director)		Managing Executive Officer		Deputy President and Deputy President - Executive Officer of MHFG
Yasuhiko Imaizumi		Deputy President and Deputy President - Executive Officer (Representative Director)		Managing Executive Officer		Deputy President - Executive Officer of MHFG
Nobuhide Hayashi		Deputy President and Deputy President - Executive Officer (Representative Director)		Managing Director and Managing Executive Officer		Deputy President and Deputy President - Executive Officer of MHFG
Hirohisa Kashiwazaki		Deputy President and Deputy President - Executive Officer (Representative Director)		Managing Executive Officer of MHBK

Please see the announcement made on February 26, 2013 in the release titled “Re: Management Changes for the Mizuho Financial Group,” regarding the change in MHCB’s management as of April 1, 2013.

The content of the announcement made on February 8, 2013 in the release titled “Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd.” has not been changed.

 

5.	Outline of New Company

 

Trade Name		Mizuho Bank, Ltd. (As described in 3. above, the trade name of MHCB, which is the surviving company in absorption-type merger, is scheduled to be changed on the effective date of the Merger.)
Location		3-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo (Location of the head office of the current MHCB) After the completion of the “Otemachi 1-6 Project” Building (tentative name), located at 6, Otemachi 1-chome, Chiyoda-ku, Tokyo, which is now under construction and is scheduled to be completed after the effective date of the Merger, the location of the head office will be moved to the location of the new building.
Representative		Yasuhiro Sato, President & CEO (representative director) (scheduled)
Purpose of Business		Bank business
Capital		¥1,404,065 million (Upon the Merger, neither the capital nor reserve will be increased.) (scheduled)

 

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The organization after the Merger is described in Exhibit 1. In addition, the composition of directors, corporate auditors and executive officers after the Merger has been determined as described in Exhibit 2, which includes the announcement made on February 8, 2013 in the release titled “Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd.” and the description made in 4. above.

 

6.

Outlook

The Merger will not change the earnings estimates for the fiscal year ending March 31, 2013 announced by MHFG.

(For Reference) The Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013 and the Consolidated Financial Results for the Fiscal Year ended March 31, 2012

MHFG (consolidated earnings estimate announced as of January 31, 2013)

 

		Net Income				Net Income per Share of Common Stock
Consolidated Earnings Estimate for the Fiscal Year ending March 31, 2013		¥	500,000 million				¥20.43

 

(Note)		MHFG does not forecast earnings in respect of consolidated ordinary income or consolidated ordinary profits; and does not forecast earnings in respect of operating profits, since its statement of income has no such item.

 

Ordinary Income

Operating Profits

Ordinary Profits

Net Income

Consolidated Financial Results for the Fiscal Year ended March 31, 2012

¥

2,715,674 million

—

¥

648,561 million

¥

484,519 million

 

(Note)		Amounts generally referred to as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since MHFG’s statement of income has no such item.

[End of Document]

(Contact information on this issue)

Mizuho Financial Group, Inc.

Corporate Communications, Public Relations Office

03-5224-2026

 

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Outline of the Parties

 

(1)    Name		MHCB (surviving company)		MHBK (dissolving company)
(2)    Location		3-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo		1-5 Uchisaiwaicho 1-chome, Chiyoda-ku, Tokyo
(3)    Name and Title of Representative		President & CEO: Yasuhiro Sato		President & CEO: Takashi Tsukamoto
(4)    Purpose of Business		Bank business		Bank business
(5)    Capital          (as of September 30, 2012)		¥1,404,065 million		¥700,000 million
(6)    Date of Establishment		April 1, 2002		April 1, 2002
(7)    Number of Issued Shares          (as of September 30, 2012)		16,151,573 shares (common shares) 64,500 shares (the Second Series Class IV preferred shares) 85,500 shares (the Eighth Series Class VIII preferred shares) 3,609,650 shares (the Eleventh Series Class XIII preferred shares)		10,006,205 shares (common shares) 64,500 shares (the Forth Series Class IV preferred shares) 85,500 shares (the Fifth Series Class V preferred shares) 1,800,000 shares (the Tenth Series Class XIII preferred shares)
(8)    Fiscal Year End		March 31		March 31
(9)    Number of Employees          (as of September 30, 2012)		18,022 (consolidated) 8,341 (non-consolidated)		27,128 (consolidated) 18,890 (non-consolidated)
(10)  Major Shareholder and Percentage of Shareholding          (as of September 30, 2012)		MHFG 100% (excluding treasury stock held by MHCB)		MHFG 100% (excluding treasury stock held by MHBK)

(11) Relationship between the Parties		Capital Relationship		Not applicable.
		Personnel Relationship		There is one director who serves concurrently as a director of both MHCB and MHBK and two corporate auditors who serve concurrently as corporate auditors of both MHCB and MHBK.
		Transaction Relationship		MHCB and MHBK engage in deposit transactions and securities transactions, etc., with each other

(12) Results of Operations and Financial Conditions for Previous Three Fiscal Years (consolidated)

MHCB														MHBK
Fiscal Year Ended		March 2010				March 2011				March 2012				Fiscal Year Ended		March 2010				March 2011				March 2012
Net Assets (¥ million)			4,235,205				4,689,334				4,732,660			Net Assets (¥ million)			2,036,642				2,481,918				2,671,110
Total Assets (¥ million)			90,338,181				92,950,239				94,621,163			Total Assets (¥ million)			72,838,895				74,781,922				77,198,363
Net Asset per Share (¥)			231,007.37				198,228.31				216,544.16			Net Asset per Share (¥)			199,590.04				199,943.74				222,565.51
Ordinary Income (¥ million)			1,429,520				1,393,988				1,350,920			Ordinary Income (¥ million)			1,214,751				1,140,371				1,177,722
Operating Profits (¥ million)			—				—				—			Operating Profits (¥ million)			—				—				—
Ordinary Profits (¥ million)			240,218				378,203				352,669			Ordinary Profits (¥ million)			45,831				169,016				235,920
Net Income (¥ million)			223,933				266,490				280,873			Net Income (¥ million)			55,714				140,072				181,605

 

(Note)		The amounts generally indicated as net sales are herein stated as Ordinary Income. No amounts are indicated as Operating Profits since the statement of income has no such item.

 

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Exhibit 1

 

 

                        

 

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Exhibit 2

Directors, Corporate Auditors and Executive Officers of

Mizuho Bank, Ltd.

(Effective as of July 1, 2013)

 

Title		Name		Areas of Responsibilities
Chairman		Mr. Takashi Tsukamoto
President & CEO (Representative Director)		Mr. Yasuhiro Sato
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Masaaki Kono		Deputy President (Western Japan (Kinki, Chugoku, and Shikoku regions))
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Toshitsugu Okabe		Deputy President (Personal Banking Unit and Retail Banking Unit) and Head of Internal Audit Group
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Yasuhiko Imaizumi		Deputy President (Corporate Banking Unit (Large Corporations), Corporate Banking Unit and Financial Institutions & Public Sector Business Unit)
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Nobuhide Hayashi		Deputy President(International Banking Unit)
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Hirohisa Kashiwazaki		Head of Branch Banking Group
Managing Director and Managing Executive Officer		Mr. Yasumasa Nishi		Head of Markets Unit
Corporate Auditor (full-time)		Mr. Osamu Harada
Corporate Auditor (full-time)		Mr. Yuta Chiba
Corporate Auditor		Mr. Isao Imai
Corporate Auditor		Mr. Toshiaki Hasegawa
Deputy President-Executive Officer		Mr. Hideyuki Takahashi		Head of Financial Control & Accounting Group
Deputy President-Executive Officer		Mr. Daisaku Abe		Head of IT & Systems Group and Head of Operations Group
Deputy President-Executive Officer		Mr. Yasunori Tsujita		Head of Human Resources Group
Managing Executive Officer		Mr. Shinya Wako		Head of the Americas
Managing Executive Officer		Mr. Junichi Kato		Joint Head of Markets Unit
Managing Executive Officer		Mr. Harusato Nihei		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Atsushi Narikawa		Head of Europe, Middle East and Africa

 

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Title		Name		Areas of Responsibilities
Managing Executive Officer		Mr. Shiro Tomiyasu		Head of Credit Group
Managing Executive Officer		Mr. Kosuke Nakamura		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Hiroshi Suehiro		Head of Asia & Oceania excl. East Asia
Managing Executive Officer		Mr. Tadashi Kanki		Head of Strategic Planning Group
Managing Executive Officer		Mr. Masayuki Yonetani		Head of Corporate Banking Unit
Managing Executive Officer		Mr. Nobuyuki Fujii		Head of Corporate Banking Unit (Large Corporations)
Managing Executive Officer		Mr. Masayuki Hoshi		Head of Financial Institutions & Public Sector Business Unit and Head of Transaction Banking Unit
Managing Executive Officer		Mr. Tetsuhiko Saito		Head of Personal Banking Unit
Managing Executive Officer		Mr. Takeshi Watanabe		Joint Head of Credit Group
Managing Executive Officer		Mr. Masakane Koike		Head of Risk Management Group and Head of Compliance Group
Managing Executive Officer		Mr. Akira Sugano		Head of International Banking Unit and Head of Asset Management Unit
Managing Executive Officer		Mr. Shusaku Tsuhara		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Akihiro Hashimoto		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Kiyoshi Miyake		Head of East Asia
Managing Executive Officer		Mr. Tomoshige Jingu		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Satoshi Miyazaki		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Keiichiro Ogushi		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Seiichi Kondo		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Tatsufumi Sakai		Head of Investment Banking Unit and in charge of Business Collaboration Division (Securities & Trust Services)
Managing Executive Officer		Mr. Tetsuo Iimori		Head of Retail Banking Unit
Managing Executive Officer		Mr. Daisuke Yamada		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Takeru Watanabe		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Haruki Nakamura		Joint Head of IT & Systems Group and General Manager of IT & Systems Planning Division

 

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Title		Name		Areas of Responsibilities
Executive Officer		Mr. Hokuto Nakano		General Manager of Forex Division
Executive Officer		Mr. Tsutomu Nomura		General Manager of Credit Coordination Division
Executive Officer		Mr. Yukihisa Matsumoto		Corporate Banking Branch Banking Group
Executive Officer		Mr. Kazunori Hashimoto		General Manager of Tokyo Main Office and Tokyo Main Office Division No.1
Executive Officer		Mr. Kentaro Akashi		General Manager of Hong Kong Corporate Banking Division No.1 and No.2
Executive Officer		Mr. Amane Oshima		General Manager of International Treasury Division
Executive Officer		Mr. Andrew Dewing		General Manager of Americas Corporate Banking Division No.2 and General Manager for International Banking Unit, Mizuho Bank (USA)
Executive Officer		Mr. Ryoichi Amino		General Manager for International Banking Unit, President of Mizuho Corporate Bank (China), Ltd.
Executive Officer		Mr. Kazuhiro Kawai		General Manager of Corporate Credit Division No.1
Executive Officer		Mr. Mitsuo Ootani		General Manager of Compliance Division
Executive Officer		Mr. Hideaki Kuraishi		General Manager of Europe Structured Finance Division
Executive Officer		Mr. Takashi Saito		General Manager of Derivative Products Division
Executive Officer		Mr. Katsuyuki Mizuma		General Manager of Asia & Oceania Division
Executive Officer		Mr. Ryusuke Aya		General Manager of Risk Management Division
Executive Officer		Mr. Masahiro Miwa		General Manager of Corporate Banking Division No. 9
Executive Officer		Mr. Yuusei Matsubara		General Manager of Financial Institutions & Public Sector Business Coordination Division
Executive Officer		Mr. Junichi Shinbo		General Manager of Portfolio Management Division
Executive Officer		Mr. Makoto Saito		General Manager of Branch Banking Division
Executive Officer		Mr. Toyonori Takashima		General Manager of Main Office Municipal Division No.1
Executive Officer		Mr. Yasuhisa Fujiki		General Manager of International Coordination Division
Executive Officer		Mr. Hikaru Shimomura		General Manager of Corporate Banking Division No. 2
Executive Officer		Mr. Takahisa Shirota		General Manager of Kyobashi Branch Division No.2

 

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Title		Name		Areas of Responsibilities
Executive Officer		Mr. Akihiro Nakanishi		General Manager of Corporate Banking Division No. 8
Executive Officer		Mr. Kazuya Kobayashi		General Manager of Corporate Banking Division No. 13
Executive Officer		Mr. Souichi Hosoi		General Manager of Financial Planning Division
Executive Officer		Mr. Noritaka Takahashi		General Manager of Bangkok Branch
Executive Officer		Mr. Kouji Arita		General Manager of Operations Planning Division
Executive Officer		Mr. Takeshi Aono		General Manager of ALM Division
Executive Officer		Mr. Hiroshi Toyoda		General Manager of Corporate Banking Division No. 6
Executive Officer		Mr. Makoto Kimura		General Manager of Ginza Branch Division No.2
Executive Officer		Mr. Akira Nakamura		General Manager of Corporate Banking Coordination Division (Large Corporations)
Executive Officer		Mr. Kouji Yonei		General Manager of IT & Systems Promotion Division
Executive Officer		Mr. Atsushi Sugao		General Manager of Corporate Banking Coordination Division
Executive Officer		Mr. Teiji Teramoto		General Manager of Investment Banking Coordination Division
Executive Officer		Mr. Yasuhiko Morikawa		General Manager of Financial Institutions Banking Division No.1
Executive Officer		Mr. Kenji Tsujitsugu		General Manager of Fukuoka Corporate Banking Division
Executive Officer		Mr. Tsuyoshi Katayama		General Manager of Administration Division
Executive Officer		Mr. Naonobu Sumida		General Manager of Securities Division

 

1.	The information underlined has already been announced on February 8, 2013.

2.

The composition of directors, corporate auditors and executive officers indicated above is based on the assumption that the Merger will take effect, that a resolution of the general shareholders meeting and a resolution of the board of directors of Mizuho Corporate Bank, Ltd. (after the Merger takes effect, Mizuho Bank, Ltd.) will have been made, and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

3.	Messrs. Isao Imai and Toshiaki Hasegawa are “outside corporate auditors” as provided for in Article 2, Item 16 of the Company Law of Japan.

 

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