Komori
M&A and Subsidiary Changes1911Sumitomo Forestry Co.,Ltd.Construction and Materials

(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in U.S.-based Tri Pointe Homes, Inc., Making It a Subsidiary

Sumitomo Forestry completed the acquisition of 100% of the shares of U.S. homebuilder Tri Pointe Homes, Inc., making it a consolidated subsidiary. The purchase price was approximately US$4,003 million, and Tri Pointe Homes will be delisted from the New York Stock Exchange.

Worth reading
73In focus
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Direction
Improvement
Direction inferred from the company’s description.
Scale
4003
USD million
Wording
Conditional
How definitive the wording is.

This transaction

The acquisition
Counterparty (target company)Tri Pointe Homes, Inc.
Disclosing companySumitomo Forestry Co.,Ltd.
Voting rights ownership percentageNumber of shares acquired 100% of the shares; the number of shares and voting rights is Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date14 May 2026 (14 May 2026, U.S. time), completed
Target company

Development and provision of high-value-added homes and residential communities

Location United States
Consideration and expenses
Acquisition priceApproximately US$4,003 million
Type of ConsiderationCash
Funding arrangementsBorrowing under a yen-denominated loan agreement. The maximum amount available under the agreement is ¥835.1 billion, including the refinancing of existing debt in addition to the purchase price.
Impact on Business Performance

The impact is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the necessary procedures with the relevant authorities and satisfaction of all other conditions precedent to the acquisition. Approval at Tri Pointe Homes' special meeting of shareholders is also included.
Management structure after acquisitionTri Pointe Homes is a wholly owned subsidiary of Sumitomo Forestry America, Inc., itself a wholly owned subsidiary of Sumitomo Forestry. The company will operate together with Tri Pointe Homes CEO Doug Bauer, COO Tom Mitchell and their team.
This transaction
ItemDetails
Transaction nameThe acquisition
Counterparty nameTri Pointe Homes, Inc.
Name of the Subject CompanyTri Pointe Homes, Inc.
Business Description of the Subject CompanyDevelopment and provision of high-value-added homes and residential communities
Location of the Subject CompanyUnited States
Acquisition priceApproximately US$4,003 million
Type of ConsiderationCash
Number of shares acquired100% of the shares; the number of shares and voting rights is Not disclosed
Voting rights ownership percentageAfter 100% (before not disclosed)
Funding arrangementsBorrowing under a yen-denominated loan agreement. The maximum amount available under the agreement is ¥835.1 billion, including the refinancing of existing debt in addition to the purchase price.
Impact on Business PerformanceThe impact is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.
Execution Date / Effective Date14 May 2026 (14 May 2026, U.S. time), completed
Conditions Precedent to ExecutionCompletion of the necessary procedures with the relevant authorities and satisfaction of all other conditions precedent to the acquisition. Approval at Tri Pointe Homes' special meeting of shareholders is also included.
Management structure after acquisitionTri Pointe Homes is a wholly owned subsidiary of Sumitomo Forestry America, Inc., itself a wholly owned subsidiary of Sumitomo Forestry. The company will operate together with Tri Pointe Homes CEO Doug Bauer, COO Tom Mitchell and their team.
Items this document does not state (18)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Sumitomo Forestry will incorporate Tri Pointe Homes' brand, residential communities and business platform spanning 13 states to expand its housing supply business in the United States. It also intends to leverage the knowledge, technologies, business operating expertise and overall scale of both companies to improve management efficiency and profitability.

How to read this page

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(Update on Previously Disclosed Matter) Notice Regarding Completion of the Acquisition of Shares in U.S.-based Tri Pointe Homes, Inc., Making It a Subsidiary | Sumitomo Forestry Co.,Ltd. (1911) timely disclosure | Komori