Form 6-K

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 December, 2007.

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-0004

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-                    .

 



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.

 

Date: December 25, 2007
Mizuho Financial Group, Inc.
By:  

/s/ Satoru Nishibori

Name:   Satoru Nishibori
Title:   Managing Director / CFO


December 21, 2007

To whom it may concern:

Mizuho Financial Group, Inc.

Mizuho Bank, Ltd.

Mizuho Corporate Bank, Ltd.

Mizuho Securities Co., Ltd.

Announcement of Share Purchases

Mizuho Financial Group (“the Group”) hereby announce that Mizuho Bank, Ltd. (“MHBK”) and Mizuho Corporate Bank, Ltd. (“MHCB”) have decided to purchase common shares of the Group’s securities companies as outlined below and entered into share purchase agreements with Mizuho Securities Co., Ltd.(“MHSC”).

Details of the Share Purchases

1. Purpose

To further strengthen collaboration between the Group’s banks and securities companies and to underscore such strengthened collaboration from a capital structure perspective, we will change the ownership structure of the shares of the Group securities companies.

2. Outline

 

Purchaser

  

MHBK

  

MHCB

Shares to be purchased   

Mizuho Investors Securities Co., Ltd.
(“MHIS”)

(Common shares)

  

Shinko Securities Co., Ltd.
(“Shinko”)

(Common shares)

Seller of the shares    MHSC    MHSC
Number of voting rights to be transferred (number of shares)   

127,564 voting rights

(127,564,000 shares)

  

39,800 voting rights

(39,800,000 shares)

% of voting rights    10.39%    5.19%
Price calculation criteria    Sales-weighted average market price on the date of the share purchase agreement    Sales-weighted average market price on the date of the share purchase agreement
Timing (scheduled)    December 2007    December 2007

3. Proportion of Voting Rights after Share Purchases

 

MHIS       Shinko    

Shareholder

 

Before

 

After

 

Shareholder

 

Before

 

After

MHBK      55.14%*   65.54%*   MHCB   11.04%   16.23%
MHSC    10.39%   —     MHSC       5.19%*   —  

 

* Includes shares that MHBK has contributed to an employee benefit trust.

Note: The percentage of voting rights in items 2 and 3 above is calculated based on the number of voting rights held as of March 31, 2007 (excluding those held in MHSC’s trading accounts).

 

 

Please direct any inquiries to:

  

 

Public Relations Office, Corporate Communications,

    

Mizuho Financial Group, Inc. Tel: 81-3-5224-2026