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May 22, 2026
Company name Sojitz Corporation Representative Kosuke Uemura, President & CEO
(TSE Code: 2768; TSE Prime Market)
Contact Nahoyoshi Tomita, PR Dept.
TEL +81-3-6871-3404
Notice Regarding Stock Acquisition of Japan Investment Adviser Co., Ltd. (Securities code: 7172) to Qualify as Act of Buying Up
Sojitz Corporation ("Sojitz") has resolved to acquire 10,434,200 shares of common stock of Japan Investment Adviser Co., Ltd. (Head Office: Chiyoda-ku, Tokyo; President, CEO and Director: Naoto Shiraiwa; "JIA") through an off-market negotiated transaction on May 22, 2026.
This acquisition of JIAshares will allow Sojitz to hold more than 5% of voting rights, and this acquisition is therefore considered an act of buying up specified by Cabinet Order set forth as being equivalent to a tender offer in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act of Japan and Article 31 of the Enforcement Order of the Financial Instruments and Exchange Act. The details of the acquisition are described below.
Reason for the Acquisition
This acquisition is part of a capital tie-up in the finance and asset sector based on the related agreement concluded today between Sojitz and JIA. Under this tie-up, Sojitz will combine its extensive information network and expertise related to company assets with JIA's strong capabilities in structuring financial instruments. Sojitz and JIA aim to provide instruments that meet both the needs of JIA's investor clients and Sojitz's business partners through packaged finance and investment solutions.
Sojitz has a track record in the aircraft operating lease business, and both Sojitz and JIA possess a wealth of experience and extensive network in the industry. Leveraging mutual expertise, Sojitz and JIA will start by launching products in areas with high synergy such as the aviation field. The companies will also advance partnerships in real estate as well as renewable energy and infrastructure business fields. By combining Sojitz's business foundation with JIA's financial capabilities, the companies strive to expand business opportunities and increase value provided through the development of a new business model that leverages the strengths of both companies.
Through this tie-up, Sojitz will strengthen company-wide functions in its finance and asset investment businesses with the aim of maximizing value and improving profitability in the recycling of the company's various developed investment assets. Additionally, by expanding touchpoints with investors who will acquire these investment assets, Sojitz can gain greater understanding of market needs and gather insights to enhance future business development and operations.
Outline of the Acquisition
(1) Target company | Japan Investment Adviser Co., Ltd. (Securities code: 7172) |
(2) Number of shares to be acquired | 10,434,200 shares of common stock *1 |
(3) Ratio of voting rights | 16.81% (planned) *2 |
(4) Date of acquisition | June 8, 2026 (planned) |
(5) Method of acquisition | Off-market negotiated transaction *3 |
(6) Business description | JIA's business is centered around its operating lease business, and the company provides a wide range of financial solutions in the following areas: Real Estate Business, Renewable Energy Business, Investment Management & Advisory Business, M&A Advisory Business, Business Succession Consulting Business, and more. The company specializes in operating lease investment products and offers products with a focus on aircraft leasing. |
*1: Sojitz currently holds 400,000 shares of common stock in JIA and plans to receive an additional 1,557,200 shares of JIA's common stock (1,080,000 newly issued shares and 477,200 treasury shares) through third-party allotment with a payment date set for June 8, 2026.
*2: This ratio is calculated based on the number of voting rights held by all shareholders as of December 31, 2025, (605,083), as stated in JIA's Annual Securities Report published on March 18, 2026, and factors in the additional voting rights (15,572) added through third-party allotment to reach a new total (620,655). Sojitz currently holds common stock (400,000 shares) and will acquire additional common stock (1,557,200 shares) through third-party allotment, which will increase associated voting rights to raise the ratio to 19.97%.
*3: Through these acquisitions of shares including third-party allotment, Sojitz will have significant influence on JIA, which will become an entity subject to Sojitz's equity method.
