Worth reading
66In focus
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
140
¥100 million (negative goodwill equivalent)Wording
Conditional
How definitive the wording is.This transaction
Joint business establishment and share acquisitionCounterpartySumitomo Mitsui Trust Bank, Limited, Yokohama Financial Group,Inc.
Disclosing companyFuyo General Lease Co.,Ltd.
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.White points represent dates designated as scheduled dates in the document.
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 price¥53,439 million for SMTPFC common shares
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥550 million
Goodwill amountNegative goodwill equivalent: approximately ¥14 billion (amortization period not disclosed)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The negative goodwill equivalent of approximately ¥14 billion is expected to be recorded as equity-method investment income in the Company's consolidated results for fiscal 2026. However, the impact of this transaction on the Company's consolidated results is currently under review, and its impact on fiscal 2026 results has not been determined.
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 acquisitionThe target company is expected to change its name to SMTB Lease Co., Ltd. Treatment of the representative and employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Joint business establishment and share acquisition |
| Counterparty name | Sumitomo 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 Company | Comprehensive leasing, installment sales, and credit card operations |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥25,584 million |
| Date of Establishment of the Subject Company | 27 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 price | ¥53,439 million for SMTPFC common shares |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥550 million |
| Number of shares acquired | 4,733,176 shares (number of voting rights: 4,733,176) |
| Voting rights ownership percentage | Before 0% → after 40% |
| Goodwill amount | Negative goodwill equivalent: approximately ¥14 billion (amortization period not disclosed) |
| Impact on Business Performance | The negative goodwill equivalent of approximately ¥14 billion is expected to be recorded as equity-method investment income in the Company's consolidated results for fiscal 2026. However, the impact of this transaction on the Company's consolidated results is currently under review, and its impact on fiscal 2026 results has not been determined. |
| Date of board resolution | 30 July 2026 |
| Contract Date | 30 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Filings with competition authorities and other relevant authorities in each country, obtaining regulatory approvals and permits, and completing other preparations |
| Management structure after acquisition | The target company is expected to change its name to SMTB Lease Co., Ltd. Treatment of the representative and employees: not disclosed |
Items this document does not state (10)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation 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 mutually share expertise and know-how in growth areas with SMTPFC and accelerate the expansion of both companies' business domains. The parties also aim to create business synergies through collaboration with Sumitomo Mitsui Trust Bank and Yokohama Financial Group,Inc., thereby strengthening the earnings power of the Fuyo General Lease Group and increasing its corporate value over the medium to long term.
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