Komori
M&A and Subsidiary Changes278ATerra Drone CorporationElectrical Equipment and Precision Instruments

Notice Regarding the Launch of a New Business (Entry into the Defense Equipment Market) and the Establishment of a U.S. Subsidiary

The company will make a full-scale entry into the defense equipment market and begin developing and providing interceptor drones, unmanned boats and other products. In addition, it plans to establish Terra Defense, a wholly owned U.S. subsidiary that will serve as a business base, during fiscal 2026.

Worth reading
70In focus
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
600
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Full-scale entry into the defense equipment market and establishment of Terra Defense, a U.S. subsidiary
Disclosing companyTerra Drone Corporation
Terra Defense (planned)Voting rights ownership percentage

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.

Date of board resolution23 March 2026
Execution Date / Effective DateBusiness launch date: 23 March 2026 (today). Establishment of the U.S. subsidiary: during fiscal 2026 (planned)
Target company

Import and export of defense assets, technology partnerships, and logistics operations

Location United StatesShare capital Capital contribution: UndecidedDate of incorporation During FY2026 (scheduled)
Consideration and expenses
Expenses other than the acquisition priceExpenses related to this matter are expected to be included in the ¥600 million total investment in entering new business areas and investment in human resources. The specific amount and details have not yet been determined.
Impact on Business Performance

This matter is reflected in the full-year consolidated earnings forecast for the fiscal year ending January 2027. Expenses related to this matter are expected to be included in the ¥600 million total investment in entering new business areas and investment in human resources included in that forecast.

Procedures and assumptions
Management structure after acquisitionName: Terra Defense (planned). Representative: Undecided. Capital contribution ratio: Terra Drone株式会社 100% (planned). Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameFull-scale entry into the defense equipment market and establishment of Terra Defense, a U.S. subsidiary
Name of the Subject CompanyTerra Defense (planned)
Business Description of the Subject CompanyImport and export of defense assets, technology partnerships, and logistics operations
Location of the Subject CompanyUnited States
Capital Stock of the Subject CompanyCapital contribution: Undecided
Date of Establishment of the Subject CompanyDuring FY2026 (scheduled)
Expenses other than the acquisition priceExpenses related to this matter are expected to be included in the ¥600 million total investment in entering new business areas and investment in human resources. The specific amount and details have not yet been determined.
Voting rights ownership percentageAfter 100% (planned; capital contribution ratio) (before not disclosed)
Impact on Business PerformanceThis matter is reflected in the full-year consolidated earnings forecast for the fiscal year ending January 2027. Expenses related to this matter are expected to be included in the ¥600 million total investment in entering new business areas and investment in human resources included in that forecast.
Date of board resolution23 March 2026
Execution Date / Effective DateBusiness launch date: 23 March 2026 (today). Establishment of the U.S. subsidiary: during fiscal 2026 (planned)
Management structure after acquisitionName: Terra Defense (planned). Representative: Undecided. Capital contribution ratio: Terra Drone株式会社 100% (planned). Employee treatment: Not disclosed
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

The company aims to contribute to building the next-generation defense infrastructure and enhance corporate value over the medium to long term by leveraging its practical experience in operating drones cultivated in various parts of the world to provide low-cost, high-performance defense assets. It will also establish the U.S. subsidiary to build a rapid and flexible supply system to meet international defense needs.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Launch of a New Business (Entry into the Defense Equipment Market) and the Establishment of a U.S. Subsidiary | Terra Drone Corporation (278A) timely disclosure | Komori