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M&A and Subsidiary Changes9434SoftBank Corp.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in T&D Financial Life Insurance Company by Our Subsidiary (Making It a Subsidiary)

PayPay has decided to acquire 70.2% of the shares in T&D Financial Life Insurance Company from T&D Holdings, Inc., making it a subsidiary. The consideration will be paid in cash, and the transaction is scheduled to be completed on 1 October 2027.

Worth reading
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Direction
Improvement
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Scale
131985
¥ million
Wording
Avoiding a definitive answer
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This transaction

This share acquisition
CounterpartyT&D Holdings, Inc.
Disclosing companySoftBank Corp.
T&D Financial Life Insurance CompanyVoting rights ownership percentageNumber of shares acquired 1,123,200 shares (number of voting rights: 1,123,200)

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 16 July 1947
Net income for the current fiscal year¥8,221 million (fiscal year ended March 2026)
Net assets¥85,312 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥131,985 million
Expenses other than the acquisition price¥2,352 million (estimated acquisition-related expenses)
Type of ConsiderationCash
Funding arrangementsTo be funded with PayPay's cash on hand
Impact on Business Performance

The impact of the change in the specified subsidiary on our consolidated financial results is currently under review

Procedures and assumptions
Conditions Precedent to ExecutionObtaining the necessary approvals and permits from the relevant authorities and other parties, implementing T&D Financial Life Insurance Company's IFRS transition plan, and satisfying the other conditions precedent set forth in the share transfer agreement
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameT&D Holdings, Inc.
Name of the Subject CompanyT&D Financial Life Insurance Company
Business Description of the Subject CompanyLife insurance business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥56,000 million (as of 31 March 2026)
Date of Establishment of the Subject Company16 July 1947
Net Income of the Subject Company¥8,221 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥85,312 million (fiscal year ended March 2026)
Acquisition price¥131,985 million
Expenses other than the acquisition price¥2,352 million (estimated acquisition-related expenses)
Type of ConsiderationCash
Number of shares acquired1,123,200 shares (number of voting rights: 1,123,200)
Voting rights ownership percentageBefore 0% → after 70.2%
Funding arrangementsTo be funded with PayPay's cash on hand
Impact on Business PerformanceThe impact of the change in the specified subsidiary on our consolidated financial results is currently under review
Date of board resolution4 June 2026
Contract Date4 June 2026
Execution Date / Effective Date1 October 2027 (scheduled)
Conditions Precedent to ExecutionObtaining the necessary approvals and permits from the relevant authorities and other parties, implementing T&D Financial Life Insurance Company's IFRS transition plan, and satisfying the other conditions precedent set forth in the share transfer agreement
Items this document does not state (12)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 transaction is intended to add life insurance to the PayPay Financial Group and provide financial services spanning payments, asset formation, protection, asset management and wealth succession. By combining T&D Financial Life's customer base with PayPay's digital platform, UI/UX, marketing capabilities and expertise in embedded insurance, the parties aim to drive growth in existing businesses and create new customer experiences in the digital life insurance space.

How to read this page

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Notice Regarding the Acquisition of Shares in T&D Financial Life Insurance Company by Our Subsidiary (Making It a Subsidiary) | SoftBank Corp. (9434) timely disclosure | Komori