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M&A and Subsidiary Changes8439Tokyo Century CorporationFinancials (excluding banks)

(Progress on Disclosed Matter) Notice of Execution of a Share Transfer Agreement Concerning the Change in Consolidated Subsidiary Status (Share Transfer)

東京センチュリー has entered into an agreement to transfer 50.0% of the issued shares of its consolidated subsidiary, TC Skyward Aviation U.S., Inc., to ITOCHU Corporation. Following completion of the transfer, the company is expected to become an equity-method affiliate rather than a consolidated subsidiary.

Worth reading
35Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
50
Percentage of issued shares transferred (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This Share Transfer Agreement
CounterpartyITOCHU Corporation
Disclosing companyTokyo Century Corporation
TC Skyward Aviation U.S., Inc.Subject of this transactionNumber of shares acquired 50.0% of the total number of issued shares
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance

The impact on the consolidated earnings forecast for the fiscal year ending March 2027 cannot be reasonably calculated.

Procedures and assumptions
Conditions Precedent to ExecutionFulfillment of conditions precedent to completion of the transaction, including obtaining the necessary approvals and permits under competition laws in the relevant countries
Management structure after acquisitionFollowing completion of the transfer, the company is expected to become an equity-method affiliate. Its corporate name, representative and treatment of employees have not been disclosed.
This transaction
ItemDetails
Transaction nameThis Share Transfer Agreement
Counterparty nameITOCHU Corporation
Name of the Subject CompanyTC Skyward Aviation U.S., Inc.
Number of shares acquired50.0% of the total number of issued shares
Impact on Business PerformanceThe impact on the consolidated earnings forecast for the fiscal year ending March 2027 cannot be reasonably calculated.
Contract Date2 September 2026
Execution Date / Effective DateNovember 2026 (scheduled)
Conditions Precedent to ExecutionFulfillment of conditions precedent to completion of the transaction, including obtaining the necessary approvals and permits under competition laws in the relevant countries
Management structure after acquisitionFollowing completion of the transfer, the company is expected to become an equity-method affiliate. Its corporate name, representative and treatment of employees have not been disclosed.
Items this document does not state (23)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital 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 periodVoting rights ownership percentageFunding 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 company explained that the timing and amount of profit recognition from this transaction may vary depending on the progress of regulatory approval procedures under the competition laws of the relevant countries, foreign exchange fluctuations and other factors. No strategic rationale for the transaction itself was provided.

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.
(Progress on Disclosed Matter) Notice of Execution of a Share Transfer Agreement Concerning the Change in Consolidated Subsidiary Status (Share Transfer) | Tokyo Century Corporation (8439) timely disclosure | Komori