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M&A and Subsidiary Changes8309Sumitomo Mitsui Trust Group,Inc.Banks

Notice regarding the recapitalization of Sumitomo Mitsui Trust Panasonic Finance Co., Ltd., the execution of an agreement concerning the transfer of a consolidated subsidiary, and a change of company name

Sumitomo Mitsui Trust Bank will transfer part of its shares in its consolidated subsidiary, Sumitomo Mitsui Trust Panasonic Finance, to Fuyo General Lease and Yokohama Financial Group, changing the company from a consolidated subsidiary to an equity-method affiliate. The target company is scheduled to change its name to "SMTB Leasing Co., Ltd." effective 1 October 2026.

Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
533
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This joint business
CounterpartyFuyo General Lease Co.,Ltd., Yokohama Financial Group,Inc.
Disclosing companySumitomo Mitsui Trust Group,Inc.
Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. (new name: SMTB Leasing Co., Ltd.)Voting rights ownership percentageNumber of shares acquired 4,721,288 shares (number of voting rights: 4,721,288)

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

Comprehensive leasing, installment sales, and credit card operations

Location Minato-ku, TokyoShare capital ¥25,584 millionDate of incorporation 27 February 1967
Net Sales¥426,618 million (fiscal year ending March 2026)
Operating profit¥10,890 million (fiscal year ending March 2026)
Net income for the current fiscal year¥18,900 million (fiscal year ending March 2026)
Net assets¥211,867 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceApproximately ¥53.3 billion
Type of ConsiderationCash
Amount of extraordinary income (loss)Approximately ¥14.0 billion loss on transfer (consolidated financial results for the fiscal year ending March 2027)
Impact on Business Performance

The company expects to record an approximately ¥14.0 billion loss on transfer in its consolidated financial results for the fiscal year ending March 2027. There is no change to the full-year earnings forecast already announced.

Procedures and assumptions
Conditions Precedent to ExecutionFilings with competition authorities and other relevant authorities in each country, obtaining regulatory approvals and permits, and completing other preparations
Management structure after acquisitionSumitomo Mitsui Trust Bank will continue to actively support the target company as its largest shareholder. The target company is scheduled to change its name to "SMTB Leasing Co., Ltd." effective 1 October 2026. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis joint business
Counterparty nameFuyo General Lease Co.,Ltd., Yokohama Financial Group,Inc.
Name of the Subject CompanySumitomo Mitsui Trust Panasonic Finance Co., Ltd. (new name: SMTB Leasing Co., Ltd.)
Business Description of the Subject CompanyComprehensive leasing, installment sales, and credit card operations
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥25,584 million
Date of Establishment of the Subject Company27 February 1967
Net Sales of the Subject Company¥426,618 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥10,890 million (fiscal year ending March 2026)
Net Income of the Subject Company¥18,900 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥211,867 million (fiscal year ending March 2026)
Acquisition priceApproximately ¥53.3 billion
Type of ConsiderationCash
Number of shares acquired4,721,288 shares (number of voting rights: 4,721,288)
Voting rights ownership percentageBefore 100.0% → after 45.0%
Amount of extraordinary income (loss)Approximately ¥14.0 billion loss on transfer (consolidated financial results for the fiscal year ending March 2027)
Impact on Business PerformanceThe company expects to record an approximately ¥14.0 billion loss on transfer in its consolidated financial results for the fiscal year ending March 2027. There is no change to the full-year earnings forecast already announced.
Contract Date30 July 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionFilings with competition authorities and other relevant authorities in each country, obtaining regulatory approvals and permits, and completing other preparations
Management structure after acquisitionSumitomo Mitsui Trust Bank will continue to actively support the target company as its largest shareholder. The target company is scheduled to change its name to "SMTB Leasing Co., Ltd." effective 1 October 2026. Employee treatment: not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountDate of board resolutionValuation 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.

To realize the target company's growth strategy and enhance the medium- to long-term corporate value of each company through the establishment of a joint business with Sumitomo Mitsui Trust Bank as the largest shareholder, while increasing the target company's management flexibility and expanding its business scope.

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Notice regarding the recapitalization of Sumitomo Mitsui Trust Panasonic Finance Co., Ltd., the execution of an agreement concerning the transfer of a consolidated subsidiary, and a change of company name | Sumitomo Mitsui Trust Group,Inc. (8309) timely disclosure | Komori