Worth reading
54Recurring
Scored from 3 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
50
Equity interest (%)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Making WinnyLab LLC a consolidated sub-subsidiary and transferring its equity interest to an Estonian subsidiaryCounterpartyTerra Inspectioneering B.V., Terra Defense Europe OÜ
Disclosing companyTerra Drone Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development and manufacture of fixed-wing unmanned systems and autonomous guidance solutions
Location Ukraine
Impact on Business Performance
The impact on consolidated results for the fiscal year ending January 2027 is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionThe Company Group plans to appoint a majority of the directors. The corporate name change, change of representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Making WinnyLab LLC a consolidated sub-subsidiary and transferring its equity interest to an Estonian subsidiary |
| Counterparty name | Terra Inspectioneering B.V., Terra Defense Europe OÜ |
| Name of the Subject Company | WinnyLab LLC |
| Business Description of the Subject Company | Development and manufacture of fixed-wing unmanned systems and autonomous guidance solutions |
| Location of the Subject Company | Ukraine |
| Number of shares acquired | Equity interest: 50% (number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 50% → after 50% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending January 2027 is expected to be immaterial. |
| Contract Date | 28 April 2026 (agreement for TI Co. to acquire the equity interest in WinnyLab LLC; the date of execution of the agreement for the transfer of the equity interest in this matter: Not disclosed) |
| Execution Date / Effective Date | Transfer of equity interest: 15 June 2026 (dated today). Appointment of a majority of directors and start of accounting consolidation: during the fiscal year ending January 2027 (scheduled). |
| Management structure after acquisition | The Company Group plans to appoint a majority of the directors. The corporate name change, change of representative and treatment of employees: Not disclosed |
Items this document does not state (21)
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 CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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 purposes are to optimize the Group's management structure and strengthen collaboration with WinnyLab. The Company plans to rapidly and flexibly promote the global expansion of its defense business by leveraging WinnyLab's development capabilities and business platform relating to fixed-wing interceptor drones.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.