We advised ARCHION and the selling shareholders on the offering

Davis Polk advised ARCHION Corporation, as the issuer, and Daimler Truck AG and Toyota Motor Corporation, as the selling shareholders, in connection with the secondary offering of 787,855,700 shares of common stock of ARCHION. The global offering consisted of an offering in Japan and an international offering outside Japan pursuant to Rule 144A and Regulation S. The shares are listed on the Tokyo Stock Exchange.

All of the shares in the global offering were sold by Daimler Truck and Toyota. The Japanese underwriters have over-allotment options with respect to 118,178,300 shares. Assuming full exercise of the over-allotment options, the aggregate proceeds of the global offering will be approximately ¥235 billion (approximately $1.4 billion).

ARCHION is a newly formed holding company of two leading Japanese truck and bus manufacturers, Mitsubishi Fuso Truck and Bus Corporation (Fuso) and Hino Motors, Ltd. (Hino). ARCHION commenced operations on April 1, 2026, upon closing of the business integration of Fuso and Hino. The global offering completes the final step in the plan of business integration, under which Daimler Truck and Toyota would aim to reduce their respective shareholding ratios in the newly formed holding company. ARCHION’s core business is comprised of new vehicle sales, through which it offers a full line-up of commercial vehicles under the Fuso and Hino brands, and its parts and services business. On a combined basis of Fuso and Hino, ARCHION is active in more than 170 markets globally.

The Davis Polk corporate team included partner Christopher Kodama, counsel Chihiro Sasaki and associates Alexander Coley and Ayano Kitano. Counsel Alon Gurfinkel and associate Kelli A. Rivers provided tax advice. Associate John Godoshian provided 1940 Act advice. Members of the Davis Polk team are based in the Tokyo, London and New York offices.

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