Worth reading
63In 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
1600
Hundreds of millions of yenWording
Conditional
How definitive the wording is.This transaction
Share transferCounterpartyPayPay Corporation, OneIM Indigo Holdings Ltd
Disclosing companyT&D Holdings, Inc.
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
Life insurance business
Location Minato-ku, TokyoShare capital ¥56,000 million (as of 31 March 2026)Date of incorporation July 1947 (date of establishment of Tokyo Life Insurance Mutual Company)
Net Sales¥912,827 million (fiscal year ending March 2026; ordinary revenue)
Operating profit¥12,328 million (fiscal year ending March 2026; ordinary profit)
Net income for the current fiscal year¥8,221 million (fiscal year ending March 2026)
Net assets¥85,312 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceApproximately ¥160 billion. The final transfer value will be determined after adjustments and other procedures are carried out in accordance with the method stipulated in the share transfer agreement.
Type of ConsiderationCash (consideration for the share transfer)
Amount of extraordinary income (loss)Extraordinary loss of ¥907 million (fiscal year ending March 2026). Extraordinary income: "－" (fiscal year ending March 2026).
Impact on Business Performance
The impact of this share transfer on T&D Holdings' consolidated results is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionSatisfaction of conditions including approval from the relevant authorities and compliance with International Financial Reporting Standards (IFRS) for consolidation within the PayPay Group.
Management structure after acquisitionThere will be no changes to the products and services or contractual terms of T&D Financial Life Insurance, and the company plans to continue selling life insurance through the multi-company agency channel, including financial institutions. The trade name will be disclosed separately if a change is decided. The treatment of the representative and employees is not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | PayPay Corporation, OneIM Indigo Holdings Ltd |
| Name of the Subject Company | T&D Financial Life Insurance Company |
| Business Description of the Subject Company | Life insurance business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥56,000 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | July 1947 (date of establishment of Tokyo Life Insurance Mutual Company) |
| Net Sales of the Subject Company | ¥912,827 million (fiscal year ending March 2026; ordinary revenue) |
| Operating Profit of the Subject Company | ¥12,328 million (fiscal year ending March 2026; ordinary profit) |
| Net Income of the Subject Company | ¥8,221 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥85,312 million (fiscal year ending March 2026) |
| Acquisition price | Approximately ¥160 billion. The final transfer value will be determined after adjustments and other procedures are carried out in accordance with the method stipulated in the share transfer agreement. |
| Type of Consideration | Cash (consideration for the share transfer) |
| Number of shares acquired | 1,361,600 shares (1,361,600 voting rights) |
| Voting rights ownership percentage | Before 100％ → after 14.9％ |
| Amount of extraordinary income (loss) | Extraordinary loss of ¥907 million (fiscal year ending March 2026). Extraordinary income: "－" (fiscal year ending March 2026). |
| Impact on Business Performance | The impact of this share transfer on T&D Holdings' consolidated results is currently under review. If any matter requiring disclosure arises, it will be disclosed promptly. |
| Date of board resolution | 4 June 2026 |
| Contract Date | 4 June 2026 |
| Execution Date / Effective Date | 1 October 2027 (scheduled) |
| Conditions Precedent to Execution | Satisfaction of conditions including approval from the relevant authorities and compliance with International Financial Reporting Standards (IFRS) for consolidation within the PayPay Group. |
| Management structure after acquisition | There will be no changes to the products and services or contractual terms of T&D Financial Life Insurance, and the company plans to continue selling life insurance through the multi-company agency channel, including financial institutions. The trade name will be disclosed separately if a change is decided. The treatment of the representative and employees is not disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.In light of changes in the business environment in recent years, T&D Holdings determined that transferring part of its interest in T&D Financial Life Insurance to PayPay and OneIM Indigo would be the best way to support the company's further growth. Business growth through collaboration with PayPay's customer base and financial services, as well as more sophisticated asset management drawing on OneIM's expertise in alternative investments, is expected.
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