Sony Group Corporation · TSE:6758
Sony — Merger or Acquisition (May 2025)
15 slides from Sony's merger presentation, May 14, 2025
Slide 1: Explanatory Material for the Partial Spin-off of the Financial Services Business
Explanatory Material for the Partial Spin-off of the Financial Services Business May 14, 2025 Sony Group Corporation This material is intended to provide an explanation of the details of the partial spin-off of the Financial Services Business by Sony Group Corporation, and does not constitute any of
Slide 2: Abbreviations Used in this Material
Abbreviations Used in this Material Abbreviation Official Name / Definition Sony Sony Group Corporation SFGI Sony Financial Group Inc.（a wholly-owned subsidiary of Sony which operates the Financial Services business) Sony share(s) Share(s) of common stock of Sony SFGI share(s) Share(s) of common sto
Slide 3: Overview of the Spin-off
Overview of the Spin-off In the Spin-off, slightly more than 80% of SFGI shares will be distributed to shareholders of Sony through dividends in kind*1. In order to secure the liquidity of SFGI shares, SFGI shares are expected to be listed on the TSE Prime Market through a direct listing*2. As
Slide 4: Objectives of the Spin-off
Objectives of the Spin-off Initiatives and Achievements after SFGI Became a Wholly Owned Subsidiary Improved management speed and flexibility by eliminating restrictions from parent-subsidiary listing structure Promoted growth strategies for each Sony FG subsidiary and strengthened collaboration
Slide 5: Overview of the Spin-off Schedule
Overview of the Spin-off Schedule 2023 2024 2025 Planned May 18 Feb 13 May 14 May 29 Early Sep Sep 26 Sep 29 Sep 30 Oct 1 ~ ~ ~ ~ Corporate Strategy Approval Based on the Act Determination Financial Resolution of Last Trading Ex-dividend Date Record Date Effective Date Meeting on Strengthening of th
Slide 6: Details of Receipt of Dividends in Kind
Details of Receipt of Dividends in Kind SFGI shares will be distributed on Wednesday, October 1, 2025, through dividends in kind, to shareholders appearing in Sony’s register of shareholders as of the record date of dividends in kind on Tuesday, September 30, 2025. Sep 26 27 28 29 30 Oct 1 (Fri) (
Slide 7: Listing through Direct Listing
Listing through Direct Listing The Spin-off will employ a direct listing, by which SFGI shares will be listed without a primary or secondary offering. This is the first direct listing case in Japan since 2000. IPO (Primary or Secondary Offering in Direct Listing Connection with the Initial Listi
Slide 8: Determination of Price of SFGI Shares
Determination of Price of SFGI Shares The initial price after listing will be determined via the TSE’s Itayose Method (call auction), according to investors’ supply and demand for SFGI shares. The first center price on the trading board on the listing date before determination of the initial pri
Slide 9: Sony's Relationship with Sony FG after the Spin-off
Sony’s Relationship with Sony FG after the Spin-off The Financial Services business is expected to continue to be an important business for the Sony Group even after the Spin-off. Sony intends to continue licensing the Sony brand and providing support for the Financial Services business’s further
Slide 10: Treatment for Holders of Sony ADRs
Treatment for Holders of Sony ADRs JPMorgan, as the depositary for Sony ADRs, plans to establish a new SFGI ADR program and distribute SFGI ADRs to holders of Sony ADRs as of the distribution record date for Sony ADRs on Monday, September 29, 2025 (Eastern Time), as a result of the Spin-off*1. （Ea
Slide 11: Japanese Tax Treatment of the Spin-off
Japanese Tax Treatment of the Spin-off Sony will not be subject to capital gains tax when it distributes SFGI shares to its shareholders because the Spin-off will be conducted on the assumption that it is a qualified stock distribution under Japanese taxation. Additionally, the taxation on the d
Slide 12: Base Price on the Ex-dividend Date Related to the Spin-off
Base Price on the Ex-dividend Date Related to the Spin-off As of the ex-dividend date of Sony shares on September 29, 2025, trading on the TSE is expected to be carried out using the per share price calculated by the following image as the base price of Sony shares. The base price is the basis o
Slide 13: Changes in Disclosure Classification of Consolidated Results in Relation to the Spin-off
Changes in Disclosure Classification of Consolidated Results in Relation to the Spin-off Upon the resolution of Sony’s Board on May 14, 2025, Sony will classify the Financial Services business as a discontinued operation in accordance with IFRS Accounting Standards from Q1 FY2025, and present it s
Slide 14: Impact of the Spin-off on Sony's Consolidated Financial Results
Impact of the Spin-off on Sony’s Consolidated Financial Results The impact of the execution of the Spin-off on Sony’s consolidated results continues to be evaluated and has not been determined at this time. Upon the execution of the Spin-off, Sony will deconsolidate the Financial Services busine
Slide 15: Cautionary Statement
Cautionary Statement Statements made in this material with respect to Sony’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Sony. Forward-looking statements include, but are not limite