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

(Update on Previously Disclosed Matter) Notice of Completion of the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary

The transfer of 50.0% of the issued shares of TC Skyward Aviation U.S., Inc. to ITOCHU Corporation has been completed. As a result, the company and its wholly owned subsidiary ceased to be consolidated subsidiaries of Tokyo Century Corporation and became equity-method affiliates.

Worth reading
58In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
380
¥100 million
Wording
Conditional
How definitive the wording is.

This transaction

This Share Transfer
CounterpartyITOCHU Corporation
Disclosing companyTokyo Century Corporation
TC Skyward Aviation U.S., Inc.Voting rights ownership percentageNumber of shares acquired 3,118 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date12 November 2026
Consideration and expenses
Acquisition priceUSD 1,946 million
Impact on Business Performance

For the third quarter of the fiscal year ending March 2027, the impact on net income attributable to owners of the parent is expected to be approximately ¥38 billion.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining the necessary licenses and other approvals required under various laws and regulations
Management structure after acquisitionSKY-U and its wholly owned subsidiary, Aviation Capital Group LLC, ceased to be consolidated subsidiaries of the company and became equity-method affiliates.
This transaction
ItemDetails
Transaction nameThis Share Transfer
Counterparty nameITOCHU Corporation
Name of the Subject CompanyTC Skyward Aviation U.S., Inc.
Acquisition priceUSD 1,946 million
Number of shares acquired3,118 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100.0% → after 50.0%
Impact on Business PerformanceFor the third quarter of the fiscal year ending March 2027, the impact on net income attributable to owners of the parent is expected to be approximately ¥38 billion.
Execution Date / Effective Date12 November 2026
Conditions Precedent to ExecutionObtaining the necessary licenses and other approvals required under various laws and regulations
Management structure after acquisitionSKY-U and its wholly owned subsidiary, Aviation Capital Group LLC, ceased to be consolidated subsidiaries of the company and became equity-method affiliates.
Items this document does not state (22)
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 CompanyExpenses 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 resolutionContract DateValuation 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 share transfer was completed after the necessary licenses and other approvals required under various laws and regulations had been obtained.

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.
(Update on Previously Disclosed Matter) Notice of Completion of the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary | Tokyo Century Corporation (8439) timely disclosure | Komori