EU Notice Puts Itochu’s $1.946 Billion Investment in ACG Under Review
Key Facts
The European Commission received a notification concerning Itochu’s investment in TC Skyward Aviation U.S., a wholly owned subsidiary of Tokyo Century, enabling Itochu to invest in Aviation Capital Group. The notice published in the Official Journal of the European Union describes the case as eligible for the simplified procedure and does not announce final approval of the deal. The Commission invited interested parties to submit comments while reserving its final decision on the applicability of the Merger Regulation. The document therefore does not support describing the development as regulatory approval or a decision concluding the review. The step comes in the context of an investment Itochu said in August it would make by acquiring a 50% stake in Tokyo Century’s subsidiary.
Itochu estimated the total acquisition cost at about $1.946 billion and said it expected to complete its investment in ACG during the third quarter of its 2026 fiscal year. The deal arrangement also includes Itochu’s subscription for ¥10 billion of a special class of shares issued by Tokyo Century. These steps show that the investment goes beyond buying a direct stake, as it includes financing aimed at strengthening the Japanese partner’s financial base. The published European notice does not say that the review has concluded or that the required regulatory approvals have been granted. In August, ACG said the transaction remained subject to regulatory approvals and customary closing conditions.
ACG leases aircraft to airlines worldwide; Itochu said the company provides leasing services to 90 airlines in 50 countries. In its first-half 2026 results announcement, ACG reported revenue of $668 million for the six months ended June 30, up 9% from the same period a year earlier. It also recorded operating cash flow of $341 million, an annual increase of 23%. Total assets stood at $14.6 billion on June 30, up 7% from the end of 2025. The company said it had 504 owned, managed and committed aircraft at that date.
In October, ACG announced an order for 75 aircraft from the Airbus A320neo family, which it described as the largest in the company’s history, with deliveries scheduled between 2032 and 2035. Its president, Thomas Baker, said the largest order in the company’s nearly 40-year history “reflects confidence in the long-term future of air travel.” ACG had 118 aircraft from the family in its fleet as of June 30, 2026. It said the new order would raise its existing orders from the family to 115 aircraft. In August, Baker said Itochu’s entry would strengthen the company’s ownership base and position it for future growth opportunities.
ACG set November 2026 as the expected closing date for the transaction, subject to customary closing conditions, including regulatory approvals. Itochu’s August announcement, meanwhile, placed its expected investment completion in the third quarter of its 2026 fiscal year, a different timeframe from the closing date announced by ACG. The European notice means the regulatory process still includes a stage for receiving comments from interested parties. The notice did not include final approval from the Commission. Completion of the transaction remains tied to meeting the conditions and obtaining the approvals cited by ACG.
In trading before the news was published, Tokyo Century shares closed at ¥2,494.5 on October 26, 2026. Itochu shares closed at $15.07 on the same day. These prices alone do not indicate that either share moved because of the European notice. The deal is awaiting completion of its regulatory process and the closing conditions announced by ACG. The company expects it to close in November 2026.