ANA Holdings signed a non-binding MoU on 29 October to take full control of RegionalPlus Wings, parent of Air Do and Solaseed Air, via a share exchange scheduled for 1 April 2027.
Cover image: A Solaseed Air Boeing 737-800 departing Tokyo Haneda (2024 file photo) — photo by BWard 1997, CC BY 4.0, via Wikimedia Commons.
ANA Holdings has signed a non-binding memorandum of understanding (MoU) with RegionalPlus Wings (RPW), the holding company of Air Do and Solaseed Air, to make RPW a wholly owned subsidiary through a share exchange. If the proposed acquisition goes through, ANA would take full control of the two mid-sized carriers that serve Hokkaido, Kyushu and Okinawa. The share exchange is scheduled to take effect on 1 April 2027, but no binding deal exists yet.
The two sides signed on Thursday 29 October, the day ANA Holdings reported record first-half revenue. Only some MoU clauses, such as exclusivity and confidentiality, are binding, and the exchange ratio has not been set. ANA Holdings already owns more than 15 per cent of RPW, Jiji Press reported.
What have ANA and RegionalPlus Wings agreed?
Only to negotiate. The published timetable has a definitive agreement in late December 2026, an RPW extraordinary shareholders' meeting in late February 2027 and an effective date of 1 April 2027. Every date is marked "scheduled". The deal also needs corporate approvals at both companies and completion of competition-law procedures, and the ratio will reflect independent third-party valuations.
No ANA shareholder vote is planned. RPW's Japanese release says ANA Holdings plans a simplified share exchange under Article 796(2) of the Companies Act, and that RPW has set up a special committee to protect its other shareholders because ANA is already a major shareholder.
Why is ANA moving on Air Do and Solaseed Air now?
A rule change opened the door. Restrictions on investment by major airlines in "specified existing airlines", a category that includes Air Do and Solaseed, were abolished in May 2026 after a transport ministry expert panel reviewed domestic aviation, according to RPW's release.
The economics explain the rest. ANA's release points to Japan's shrinking population, weaker business travel and sharply higher fuel and staff costs. In the year to 31 March 2026, RPW's operating revenue rose 3.3 per cent to ¥108.8bn and both airlines carried record passenger numbers, yet operating profit fell to ¥3.43bn from ¥3.64bn, a margin of just over 3 per cent.
In May, RPW forecast just ¥1.1bn of operating profit for the year to March 2027 on revenue of ¥111.2bn. That is a 1.0 per cent margin.
How is ANA's own business performing?
Most of ANA's growth is coming from abroad. In the six months to 30 September, its domestic passenger numbers were flat at 22.57 million and domestic passenger revenue rose 1.0 per cent, while international passenger revenue jumped 21.2 per cent to ¥492.0bn, according to its results release. ANA added Narita–Singapore frequencies from September; for the wider Narita picture, see our look at Japan's winter schedule.
Group operating revenue hit a record ¥1,398.7bn, up 17.5 per cent, but operating income fell 9.7 per cent to ¥88.1bn as fuel costs rose. ANA Holdings held its full-year operating income forecast at ¥150bn "to account for higher fuel expenses linked to the Middle East", part of the jet fuel squeeze that has hit Delta and Lufthansa. Our 2026 airline results tracker has the wider picture.
What would an ANA acquisition of Air Do and Solaseed change?
Not the brands, at first. The companies will keep the Air Do and Solaseed Air names while integrating business planning, revenue management, procurement and facilities, and will "consider integration under the ANA brand" in the medium term. Timetable and frequency changes could start as early as summer 2028, Jiji reported.
"To make regional networks more sustainable, we will combine each company's management resources and operational strengths more effectively than ever," ANA Holdings president Koji Shibata told a news conference, according to Jiji (our translation).
| Air Do | Solaseed Air | |
|---|---|---|
| Head office | Sapporo | Miyazaki |
| Network | Hokkaido to Honshu and Fukuoka | Kyushu, mainly to Haneda and Okinawa |
| Routes | 11 | 14 |
| Fleet | 12 Boeing 767-300ER and 737-700 | 14 Boeing 737-800 |
| Codeshare with ANA | Yes | Yes |
Source: RegionalPlus Wings group overview, as of 1 November 2026; codeshares per Jiji Press.
For tour operators, DMCs and agents selling Hokkaido, Kyushu and Okinawa, the function to watch is revenue management. If ANA ends up pricing Air Do and Solaseed seats alongside its own, buyers would see fewer independently set fares on these routes. That is our reading; the companies have not said how fares would change.
Frequently asked questions
Has ANA bought Air Do and Solaseed Air?
No. On 29 October 2026 ANA Holdings signed a memorandum of understanding with RegionalPlus Wings, the airlines' holding company, to negotiate a share exchange. The MoU is not legally binding apart from clauses such as exclusivity and confidentiality, and the companies say neither a definitive agreement nor the exchange has been decided.
When would RegionalPlus Wings become part of ANA Holdings?
The scheduled timetable is a definitive agreement in late December 2026, an RPW shareholders' meeting in late February 2027 and a share exchange effective on 1 April 2027. The dates can change, and the deal also needs corporate approvals at both companies and completed competition-law procedures.
Will Air Do and Solaseed Air keep their own brands?
At first, yes. The companies plan to keep both brands while integrating business planning, revenue management, procurement and facilities work, and will consider integration under the ANA brand in the medium term. Jiji Press reported that timetable and frequency changes could begin in summer 2028 at the earliest.
Why is ANA seeking full control of RegionalPlus Wings?
ANA's release cites Japan's declining population, weaker business travel and sharply higher fuel and staff costs. Restrictions on major airlines investing in carriers such as Air Do and Solaseed were abolished in May 2026. RPW forecast operating profit of only ¥1.1bn on ¥111.2bn of revenue for the year to March 2027.
Sources
- ANA Holdings, RegionalPlus Wings MoU release
- RegionalPlus Wings, joint release on the ANA MoU (Japanese)
- ANA Holdings, first-half results to 30 September 2026
- RegionalPlus Wings, results for the year to March 2026 (Japanese)
- RegionalPlus Wings, group overview (Japanese)
- Jiji Press, ANA Holdings to fully acquire parent of 2 midsize airlines
