Mizuho Holdings Inc
30 July 2001
Fuji Bank Agrees to Support the Acquisition of Heller Financial by GE
We hereby advise that in a meeting of our board of directors held today, we
adopted a resolution that The Fuji Bank, Limited (hereafter 'Fuji'), a
subsidiary of Mizuho Holdings, Inc., agreed to support the tender offer for the
common stock of Heller Financial, Inc (hereafter 'Heller') to be made by a
subsidiary of General Electric Capital Corporation (hereafter 'GE Capital'), a
subsidiary of General Electric Company. Fuji will support the proposed
acquisition through its wholly owned subsidiary, Fuji America Holdings, Inc.
(hereafter 'FAHI'), a US holding company of Fuji, as per the following details.
Fuji acquired Heller in 1984. Over the past decade, under the full support of
Fuji's management and through the efforts of Heller's employees and management
team, Heller has grown steadily to become a highly successful diversified
financial services company. Heller currently has total assets of approximately
US$20 billion, and it earned net income of approximately US$290 million in the
Fuji's decision was made in light of our international business strategies, as
well as investment strategies. At the same time, its decision was based on the
belief that the proposed merger with a subsidiary of GE Capital, a company with
strong client base and broad geographical presence, will strengthen Heller's
continued growth and development.
1. Details of the Transaction
Fuji, through its US holding company FAHI, holds approximately 52% of the
outstanding common stock of Heller and has agreed to tender its 51,050,000
shares in the tender offer to be made by a subsidiary of GE Capital at a price
of US$53.75 per share in cash.
2. Details Concerning the Sale of Stock
(Yen Converted Amount)
Issuer Heller Financial, Inc / Common Stock -
Number of Shares 51,050,000 -
Per-Share Price US$53.75 -
Sale Amount US$2,743 Million Y339,583 Million
Expected After-tax US$967 Million Y119,715 Million
Gain of Sale
Settlement Method Cash Settlement for Full Amount -
(Note) The Yen converted amount is based on the Tokyo TT middle rate as of 27
July 2001 (123.80 Yen to 1 US dollar), and is only for reference purpose.
After-tax Gain of Sale is to be recorded at 'FAHI'.
3. Scheduled Date of Sale
Subject to regulatory approvals and other conditions, the transaction is
expected to close in the fall of 2001.
4. Future Financial Projections
This transaction will not have any effect on the financial projections for this
Contacts Mizuho Holdings, Inc.
Public Relations Division
Phone number: 81-3-5224-2026
The Fuji Bank, Limited
Corporate Planning Division
Phone number 81-3-3201-0324