NTT Investment in SBI Holdings
In parallel with NTT Docomo's tender offer for SBI Sumishin Net Bank (SSNB), NTT also executed a Capital and Business Alliance Agreement and an Investment Agreement with SBI Holdings.
Background
As of March 31, 2025, SBI Holdings consists of 696 subsidiaries and 64 equity-method affiliates, and is primarily engaged in Financial Services Business, Asset Management Business, and Investment Business, and also Crypto-asset Business that is a field expected to grow continuously, as well as Next Gen Business including biotechnology, healthcare & medical informatics business and business in which the Company work on advanced areas related to Web3.
Meanwhile, the NTT Group consists 992 consolidated subsidiaries and 151 affiliates, and is primarily engaged in integrated ICT business, regional communications business, and global solutions business.
Discussions between the two parties had started around November 2024, concerning a public tender offer for shares of SBI Sumishin Net Bank, which is an equity-method affiliate of SBI Holdings, with the purpose of privatizing SSNB and execution of the Capital and Business Alliance between SBI Holdings and NTT Group in order to provide greater convenience to customers and further develop the business of both groups by leveraging the strengths of both groups in various fields of digital technology and financial services.
As a result of such considerations, on February 5, 2025, SBI Holdings received a specific proposal from the NTT Group regarding the Tender Offer and the Capital and Business Alliance; however, the parties could not agree on the purchase price of the Tender Offer and the investment ratio in the Capital and Business Alliance. Therefore, on February 7, 2025, SBI Holdings and the NTT Group decided to terminate the considerations.
Subsequently, in the middle of April 2025, in response to NTT’s and Docomo’s expression of their intention to review the terms and conditions of the investment ratio related to the Capital and Business Alliance and their request to resume considerations, the parties resumed discussions, and have now reached agreement, resulting in the execution of the Tender Offer and the Capital and Business Alliance on May 29, 2025.
Because SBI Holdings and the NTT Group are engaged in various business through their respective group companies, the parties plan to hold specific discussions in the future regarding opportunities to expand and deepen collaborative business in a wide range of business areas on a group basis.
Furthermore, as it will be important for SBI Holdings to strengthen its fundraising base and expand its fundraising capacity in order to work on various initiatives to advance the new business alliance with the NTT Group in the future, SBI Holdings determined that it would be appropriate to raise funds from NTT as part of the capital alliance with the NTT Group.
Details of the Capital Alliance
SBI Holdings will allot 27,000,000 shares of common stock (8.91% of the total number of issued shares) to NTT Group. After the allotment, NTT Group and Sumitomo Mitsui Financial Group will hold identical stakes in SBI Holdings.
NTT will comply with the following matters on and after the execution date of the Capital and Business Alliance Agreement .
Lock-up of the Shares
NTT shall continue to hold all of the Shares during the effective period of the Capital and Business Alliance Agreement.
Prohibition of further purchase of shares of SBI Holdings
The NTT Group shall not acquire SBI Holdings shares, except for acquisition through the Third-Party Allotment, without the prior written consent of SBI Holdings.
However, this shall not apply to circumstances where
- NTT Group acquires additional SBI Holdings shares as a result of any transfer of shares or reorganization carried out by an entity belonging to the NTT Group on or after the date of execution of the Capital and Business Alliance Agreement, and
- a financial instruments business operator entity belonging to the NTT Group acquires SBI Holdings shares through its business as a financial instruments business operator.
Prior discussion on sale of the Shares
If the effective period of the Capital and Business Alliance expires and NTT sells the SBI Holdings shares it holds to a person engaged in business competing directly or indirectly with SBI Holdings' main business, whether inside or outside the financial instruments exchange markets, it shall do so after notifying SBI Holdings thereof in advance and discussing, among other things, the number of shares to be sold and (if identifiable) the counterparty in good faith with SBI Holdings.
Details of the Business Alliance
SBI Holdings and NTT will consider and discuss measures that will contribute to further enhancing the NTT Group’s and SBI Holdings' corporate value.
With respect to the business alliance described in each of the following items, the specific details, division of roles, and detailed conditions, including the feasibility of the business alliance, will be discussed in good faith between SBI Holdings and NTT and their affiliates, which are involved in the following business alliance on and after the date of execution of the Capital and Business Alliance Agreement.
- Expansion of financial services through collaborative business in the areas of asset management, security tokens, and insurance by SBI Holdings and the NTT Group
- SBI Global Asset Management’s development of products for Docomo users and sales of those products through Docomo’s sales channels
- SBI Securities’ formulation and sales of security tokens backed by real assets held by the NTT Group
- Development of insurance products for Docomo users by each subsidiary of SBI Insurance Group
- NTT DATA's development of systems for each of SBI Holdings' companies operating financial services business
- Collaborative business by the SBI Group and the NTT Group using assets of both companies
- Collaborative business regarding renewable energy business and regarding regional revitalization business
- Collaborative creation of Web3 business for expansion of a digital financial ecosystem through Web3 business
Further, SBI Holdings, SBI Securities, SBI Sumishin Net Bank, and Docomo will execute a Business Alliance Agreement (Bank-Securities Collaboration).
