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

Notice Regarding the Establishment of a Subsidiary in Estonia

Terra Drone established Terra Defense Europe OÜ, a wholly owned subsidiary in Estonia, on 5 June 2026 as its European base for defense operations. The equity interests in 2 Ukrainian companies and other entities will subsequently be consolidated, and the equity interests in the subsidiary are scheduled to be transferred to a U.S. subsidiary.

Worth reading
51Recurring
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
400
US$ thousands (approximately ¥62 million)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of Estonian subsidiary
Disclosing companyTerra Drone Corporation
Terra Defense Europe OÜVoting 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 Date5 June (established)
Target company

Sales and maintenance of unmanned aircraft for defense applications and related systems, logistics management, and collaboration with local partners

Location Tallinn, Republic of EstoniaShare capital US$400 thousand (approximately ¥62 million, based on an exchange rate of US$1 = ¥155)Date of incorporation 5 June
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending January 2027 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionRepresentative Director: Tokushige Toru (徳重 徹). The subsidiary is scheduled to function as the central base for Terra Drone’s European defense operations. Its equity interests are scheduled to be transferred to the U.S. subsidiary Terra Defense (tentative name). Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameEstablishment of Estonian subsidiary
Name of the Subject CompanyTerra Defense Europe OÜ
Business Description of the Subject CompanySales and maintenance of unmanned aircraft for defense applications and related systems, logistics management, and collaboration with local partners
Location of the Subject CompanyTallinn, Republic of Estonia
Capital Stock of the Subject CompanyUS$400 thousand (approximately ¥62 million, based on an exchange rate of US$1 = ¥155)
Date of Establishment of the Subject Company5 June
Voting rights ownership percentageAfter 100% (Terra Drone Corporation) (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending January 2027 is expected to be immaterial.
Date of board resolution23 March 2026
Execution Date / Effective Date5 June (established)
Management structure after acquisitionRepresentative Director: Tokushige Toru (徳重 徹). The subsidiary is scheduled to function as the central base for Terra Drone’s European defense operations. Its equity interests are scheduled to be transferred to the U.S. subsidiary Terra Defense (tentative name). Employee treatment: not disclosed
Items this document does not state (21)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition 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.

Estonia is being positioned as an important base for Terra Drone’s European defense operations to support the expansion of its defense business in Europe and collaboration with local partners. The company also states that it will consolidate and transfer its equity interests in 2 Ukrainian companies and a planned joint venture to optimize the management structure and investment efficiency of its defense business.

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 Establishment of a Subsidiary in Estonia | Terra Drone Corporation (278A) timely disclosure | Komori