ANA Holdings Inc. (9202) said on Oct. 29 it signed a basic agreement with Regional Plus Wings (RPW), the holding company of AIRDO and Solaseed Air, to make RPW a wholly owned subsidiary through a share exchange slated to take effect April 1, 2027, with the exchange ratio yet to be determined.
RPW fully owns AIRDO, which mainly serves routes to and from Hokkaido, and Solaseed Air, which focuses on Kyushu and Okinawa; ANA Holdings is a major shareholder of RPW. The basic agreement is not legally binding apart from certain clauses such as exclusive negotiation and confidentiality. The deal is subject to a definitive share exchange agreement, approvals at both companies and completion of antitrust and other legal procedures.
The ANA group began business and capital ties with AIRDO in 2002 and with Solaseed Air, then Skynet Asia Airways, in 2005. Restrictions on investment by major airlines in certain existing carriers, including AIRDO and Solaseed Air, were abolished in May 2026, and ANA Holdings submitted a letter of intent to RPW on May 25, 2026. If the deal is completed, the AIRDO and Solaseed Air brands will be kept for the time being, with integration into the ANA brand to be considered over the medium term.
The exchange ratio will be set through talks before the agreement is signed, taking into account ANA Holdings' share price and third-party valuations. ANA Holdings plans a simplified share exchange that does not require its shareholders' approval.
ANA Holdings also reported first-half (April-September) revenue of ¥1.40 trillion, up 17.5%. Higher fuel costs and other factors pushed operating profit down 9.7% to ¥88.2 billion, while net profit attributable to owners of the parent fell 11.8% to ¥67.1 billion. Its revised full-year forecast calls for net profit of ¥99.0 billion, down 41.4%. The interim dividend is ¥30 per share, with ¥60 forecast for the full year.
What's next: the share exchange agreement is slated for late December 2026, RPW's extraordinary and class shareholders' meetings for late February 2027, and the effective date for April 1, 2027. The schedule may change upon agreement between the two companies.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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