Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
170
Hundreds of millions of yenWording
Conditional
How definitive the wording is.This transaction
This absorption-type company split and this share transferCounterpartyUnicorn LLC
Disclosing companyTRIAL Holdings,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of retail chains selling groceries, apparel, household goods and other products
Location Musashino City, TokyoShare capital ¥100 millionDate of incorporation 14 December 1946
Net Sales¥551,536 million (fiscal year ended December 2024)
Operating profit¥29,676 million (fiscal year ended December 2024)
Net income for the current fiscal year¥100,536 million (fiscal year ended December 2024; net income attributable to owners of the parent)
Net assets¥100,071 million (fiscal year ended December 2024)
Consideration and expenses
Acquisition priceThe transfer price will not be disclosed at the counterparty’s request.
Funding arrangementsApproximately ¥17 billion will be raised through the securitization of part of the real estate owned by Seiyu.
Impact on Business Performance
The impact of the share transfer on the consolidated results of the Company for the fiscal year ending June 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyThird-party real estate appraisal
Management structure after acquisitionOn 1 November 2026, STリテール is scheduled to change its trade name to Seiyu Co., Ltd., and Seiyu is scheduled to change its trade name to Unicorn Co., Ltd. Following the absorption-type company split, STリテール will begin operating Seiyu’s stores, and on 1 December 2026, Seiyu is scheduled to merge with the buyer as the surviving company. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption-type company split and this share transfer |
| Counterparty name | Unicorn LLC |
| Name of the Subject Company | 株式会社西友 |
| Business Description of the Subject Company | Operation of retail chains selling groceries, apparel, household goods and other products |
| Location of the Subject Company | Musashino City, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 14 December 1946 |
| Net Sales of the Subject Company | ¥551,536 million (fiscal year ended December 2024) |
| Operating Profit of the Subject Company | ¥29,676 million (fiscal year ended December 2024) |
| Net Income of the Subject Company | ¥100,536 million (fiscal year ended December 2024; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥100,071 million (fiscal year ended December 2024) |
| Acquisition price | The transfer price will not be disclosed at the counterparty’s request. |
| Number of shares acquired | 99,234,000 shares; 99,234,000 voting rights (number of shares transferred) |
| Voting rights ownership percentage | Before 100％ → after 0％ |
| Funding arrangements | Approximately ¥17 billion will be raised through the securitization of part of the real estate owned by Seiyu. |
| Impact on Business Performance | The impact of the share transfer on the consolidated results of the Company for the fiscal year ending June 2027 is expected to be immaterial. |
| Date of board resolution | 21 August 2026 |
| Contract Date | 21 August 2026 |
| Execution Date / Effective Date | The absorption-type company split is scheduled for 1 November 2026, and the share transfer is scheduled for 1 December 2026. On the same date, Seiyu is scheduled to merge with the buyer as the surviving company. |
| Valuation methodology | Third-party real estate appraisal |
| Management structure after acquisition | On 1 November 2026, STリテール is scheduled to change its trade name to Seiyu Co., Ltd., and Seiyu is scheduled to change its trade name to Unicorn Co., Ltd. Following the absorption-type company split, STリテール will begin operating Seiyu’s stores, and on 1 December 2026, Seiyu is scheduled to merge with the buyer as the surviving company. Treatment of employees: not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The transaction is intended to raise approximately ¥17 billion through the securitization of part of Seiyu’s real estate, enabling the repayment of borrowings, management of interest costs, optimization of the financial structure, expansion of credit capacity, and securing funds for future growth investments. It is also intended to accelerate the integration of Trial and Seiyu and enhance synergies and operating efficiency.
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