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M&A and Subsidiary Changes8424Fuyo General Lease Co.,Ltd.Financials (excluding banks)

Notice of Execution of Basic Agreement on Establishing 三井住友トラスト・パナソニックファイナンス株式会社 as a Joint Business and Acquiring Shares to Make It an Equity-Method Affiliate

Fuyo General Lease, Sumitomo Mitsui Trust Bank, Limited, and Yokohama Financial Group,Inc. have executed a basic agreement to establish 三井住友トラスト・パナソニックファイナンス as a joint business. Fuyo General Lease plans to acquire 40% of the company’s shares and make it an equity-method affiliate. The specific acquisition method and amount will be determined at a later date.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
40
% (ownership ratio based on issued shares excluding treasury shares)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This joint business
CounterpartySumitomo Mitsui Trust Bank, Limited, Yokohama Financial Group,Inc.
Disclosing companyFuyo General Lease Co.,Ltd.
三井住友トラスト・パナソニックファイナンス株式会社Voting rights ownership percentageNumber of shares acquired Equivalent to 40% of issued shares excluding treasury shares (the specific number of shares and voting rights are 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.

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¥472,366 million (fiscal year ended March 2025)
Operating profit¥11,310 million (fiscal year ended March 2025)
Net income for the current fiscal year¥9,999 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net assets¥197,267 million (fiscal year ended March 2025; consolidated net assets)
Consideration and expenses
Acquisition priceThe number of shares to be transferred and the transfer price will be discussed and determined by the parties concerned at a later date, and will be disclosed once determined.
Impact on Business Performance

The impact of this transaction on the Company’s fiscal 2026 results has not been determined. If any matter requiring disclosure arises, it will be disclosed promptly.

Procedures and assumptions
Conditions Precedent to ExecutionNotifications to competition authorities in each country and other authorities, obtaining the necessary permits and approvals, and other preparations.
Management structure after acquisitionThe name of SMTPFC after this joint business is established will be discussed and changed at a later date. The treatment of the representative and employees is not disclosed.
This transaction
ItemDetails
Transaction nameThis joint business
Counterparty nameSumitomo Mitsui Trust Bank, Limited, Yokohama Financial Group,Inc.
Name of the Subject Company三井住友トラスト・パナソニックファイナンス株式会社
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¥472,366 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥11,310 million (fiscal year ended March 2025)
Net Income of the Subject Company¥9,999 million (fiscal year ended March 2025; net income attributable to owners of the parent)
Net Assets of the Subject Company¥197,267 million (fiscal year ended March 2025; consolidated net assets)
Acquisition priceThe number of shares to be transferred and the transfer price will be discussed and determined by the parties concerned at a later date, and will be disclosed once determined.
Number of shares acquiredEquivalent to 40% of issued shares excluding treasury shares (the specific number of shares and voting rights are not disclosed)
Voting rights ownership percentageAfter 40% (planned; ownership ratio based on issued shares excluding treasury shares) (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company’s fiscal 2026 results has not been determined. If any matter requiring disclosure arises, it will be disclosed promptly.
Contract Date30 March 2026 (basic agreement). The share transfer agreement and shareholders’ agreement are scheduled for July 2026.
Execution Date / Effective Date1 October 2026 (scheduled; share transfer execution date)
Conditions Precedent to ExecutionNotifications to competition authorities in each country and other authorities, obtaining the necessary permits and approvals, and other preparations.
Management structure after acquisitionThe name of SMTPFC after this joint business is established will be discussed and changed at a later date. The treatment of the representative and employees is not disclosed.
Items this document does not state (13)
Expenses 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 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.

The purpose is to accelerate the expansion of business areas identified as growth drivers by mutually sharing the company’s expertise and know-how. Through creating business synergies and strengthening the business base through collaboration with Sumitomo Mitsui Trust Bank, Limited and Yokohama Financial Group,Inc., the Company aims to enhance the corporate value of its group over the medium to long term.

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Notice of Execution of Basic Agreement on Establishing 三井住友トラスト・パナソニックファイナンス株式会社 as a Joint Business and Acquiring Shares to Make It an Equity-Method Affiliate | Fuyo General Lease Co.,Ltd. (8424) timely disclosure | Komori