ANA Holdings and RegionalPlus Wings signed a basic agreement on 29 October 2026 to work toward a share exchange that would make ANA Holdings the sole owner of RegionalPlus Wings, the holding company for the regional carriers AIRDO and a sister airline serving Kyushu and Okinawa. The agreement fixes a direction and a timetable. It does not fix a price.
What is agreed, and what is not
The agreement is not legally binding except for provisions such as exclusive negotiation and confidentiality. Both companies say a final share exchange contract has not been decided on, and completion depends on that contract, the approvals each side needs and clearance under competition law.
The exchange ratio and allocation are undetermined. ANA Holdings says the terms will reflect its market share price, third-party valuations and the effects of the deal, and will be set by the time the final contract is signed. RegionalPlus Wings says the basis for the allocation has not been finalised and that the ratio will take third-party valuation results into account.
The planned schedule is a final contract in late December 2026, a RegionalPlus Wings shareholder vote in late February 2027 and an effective date of 1 April 2027. ANA Holdings intends to use a simplified share exchange, which needs no vote of its own shareholders. The companies say the schedule may change.
Why now
Both filings point to a rule change. A transport ministry expert panel on domestic aviation was set up in May 2025, and in May 2026 the restriction on large carriers investing in AIRDO and the other specified existing carriers was abolished. ANA Holdings submitted a letter of intent to buy RegionalPlus Wings on 25 May 2026.
The two groups are already close. ANA Holdings owns 129,352 RegionalPlus Wings shares, or 15.32%, has an employee on its board and has aircraft lease transactions with the group. An ANA Holdings subsidiary has codeshare, sales, maintenance and ground-handling arrangements with RegionalPlus Wings and its subsidiaries. ANA's filing lists the Development Bank of Japan as the largest holder at 25.86%, on a share count that includes Class A preferred stock.
RegionalPlus Wings reported consolidated revenue of ¥108.8bn for the year to March 2026, with operating profit of ¥3.43bn, down from ¥3.64bn a year earlier. Net profit was ¥1.45bn after a ¥523mn loss the year before. ANA Holdings reported revenue of ¥2.54tn and operating profit of ¥217.4bn.
Minority-holder safeguards and brands
RegionalPlus Wings set up a four-member special committee on 7 July 2026. It met 15 times, for about 19.5 hours, to 26 October and unanimously found that signing the agreement is not unreasonable. The board resolved to give the committee's opinion maximum respect and not to approve the share exchange if the committee judges the terms inappropriate. PwC Advisory is its valuer, and ANA Holdings has appointed KPMG FAS.
Four of RegionalPlus Wings' eight directors, all with current or past ANA group ties, did not take part in the first vote on the agreement. A second vote with one of them added secured a board quorum.
The committee expects RegionalPlus Wings' shareholder perk programme to be abolished if the deal closes and wants its effect on minority holders discussed. For a final recommendation, it requires that the deal raise corporate value and that the exchange ratio be reasonable.
The AIRDO brand and the Kyushu and Okinawa carrier's brand stay for the time being. ANA Holdings says it will consider folding them into the ANA brand as a medium-term strategy. That is under consideration only, not a decision.
ANA Holdings expects the agreement to have a minor effect on its results and does not expect its own listing to end.