Daimler Truck (“DT”) and Toyota Motor Corporation (“TMC”) together with their respective group companies Mitsubishi Fuso Truck and Bus Corporation (“MFTBC”) and Hino Motors, Ltd. (“Hino”) have entered into a legally non-binding memorandum of understanding (“MoU”) on the envisaged combination of the businesses of MFTBC and Hino. With the intended transaction, the businesses of MFTBC and Hino would be bundled under a holding company, the shares of which are expected to be listed on the Prime Market of the Tokyo stock exchange. The new company will have access to DT’s heavy duty truck technology. The strategic objective of this intended transaction is to join the capabilities of both MFTBC and Hino to drive the transformation of the commercial vehicle industry, benefitting from the support of strong shareholders.

Shareholding of DT and TMC in the new company will be equal with a substantial share of external shareholders. Details of the transaction and the corporate structure of the new company including shareholding ratio and the scope of the combined businesses are to be finally agreed upon in legally binding definitive agreements based on valuation principles agreed by the parties. It is expected that the holding company will not be fully consolidated in DT’s financial statements. The parties generally agree that the risk associated with Hino’s engine certification misconduct shall remain with Hino in form of provisions to be taken into account when calculating the equity value of Hino and in form of certain mechanisms where the existing shareholders of MFTBC will be indemnified.

In parallel TMC and DT agreed to investigate global cooperation potential to accelerate the development and production of zero-emission technologies, including hydrogen.

The transaction is subject to inter alia the parties involved agreeing on legally binding definitive agreements, approval of such agreements by the respective boards, approval of the shareholders’ meeting of Hino and approval by the relevant authorities (including merger clearance). The Parties envisage signing of definitive agreements in the first quarter of 2024 and closing of the transaction by end of 2024.