SBI announced on September 30 the extension of its tender offer for BASE until October 2026 while signing a basic agreement to integrate insurance and asset management subsidiaries. These moves aim to consolidate financial power through M&A.
SBIINM, established via SBIER, has decided to extend the tender offer period for BASE shares by 30 business days. The acquisition deadline is now 2026-10-15, covering the period from August 31 to October 15, 2026.
The fixed price remains at 340 yen per share. If SBI acquires the upper limit of 23.79 million shares, it will hold approximately 20.67% of voting rights based on BASE's recent semi-annual report. The settlement date is deferred to 2026-10-22. SBI stated this extension provides shareholders more time for decision-making and does not aim to delist the company.
BASE's board supports the offer but leaves the final decision to shareholders. SBI maintains neutrality to ensure fairness and prevent other acquisition opportunities from being hindered.
SBI also announced a basic agreement for an absorption merger between subsidiary SBI Global Asset Management (SGAM, code 4765) and SBI Insurance Group (SIIG, code 7326). SGAM will survive the merger and maintain its listing on the Tokyo Prime Market.
The merged entity is scheduled to become effective on 2027-04-01, with the final trading day for shares on March 29, 2027. The share exchange ratio was set within a range of 3.53 to 3.89 SIIG shares for every one SGAM share, based on third-party valuations.
This integration aims to establish a "third pillar" alongside SBI's existing securities and banking businesses. By combining asset management with insurance, the group plans to launch institutionalized investment-origin insurance products, leveraging household financial assets to drive corporate value through low-cost, high-transparency markets.
A comparison of the two entities for the fiscal year ending March 2026 highlights their distinct revenue structures. Note that SIIG reports operating income while SGAM reports net sales.
| Metric | SBI Global Asset Management (Surviving) | SBI Insurance Group (Dissolving) |
|---|---|---|
| Consolidated Net Assets | 419.25 billion yen | 480.87 billion yen |
| Sales/Operating Income | 278.59 billion yen | 1,403.62 billion yen |
| Current Profit | 55.89 billion yen | 131.64 billion yen |
| Net Income | 30.73 billion yen | 28.80 billion yen |
| Market Price Valuation | 599-629 yen | 2,138-2,399 yen |
| DCF Valuation | 559-689 yen | 1,731-2,449 yen |
SGAM projects operating profit to surge 65.4% and free cash flow to rise 152.5% due to consolidation. SIIG forecasts a 141.9% increase in free cash flow by fiscal 2028 but excludes merger synergy effects from this projection.
Both companies engaged independent directors and third-party valuation firms to ensure fairness. The merger is treated as a transaction under common control, with minimal short-term impact on SBI's consolidated results. Post-merger, SGAM will strengthen the group's asset management capabilities while feeding investment expertise back into SIIG's insurance products.
Analyst take
This disclosure underscores SBI's strategy to solidify its position as a financial big tech firm. Key investor focus should be on the tender offer premium for BASE and the quantification of synergy effects from the insurance-asset management merger. While specific synergies are not yet valued, reduced operating costs and competitive insurance pricing are expected to improve long-term ROE for the SBI group.
