Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1067819.7
Shares (AFC-HD common shares to be issued)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Saikaya Department Store Co.,Ltd.
Disclosing companyAFC-HD AMS Life Science Co.,Ltd.
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
Department store business and other activities
Location Kanagawa PrefectureShare capital ¥936,088,430Date of incorporation 18 November 1950
Net Sales¥4,591 million (fiscal year ended August 2026)
Operating profit¥124 million (fiscal year ended August 2026)
Net income for the current fiscal year¥85 million (fiscal year ended August 2026; net income attributable to owners of the parent)
Net assets¥1,358 million (fiscal year ended August 2026)
Consideration and expenses
Type of ConsiderationShares (0.3 AFC-HD common shares will be allotted and delivered for each Saikaya common share)
Merger ratio/share exchange ratioAFC-HD:Saikaya = 10:3. AFC-HD will be the wholly owning parent company in the share exchange, and Saikaya will be the wholly owned subsidiary.
Funding arrangementsAFC-HD plans to issue new common shares as consideration for the share exchange.
Impact on Business Performance
AFC-HD will promptly disclose any material impact of the share exchange on its results if such an impact is expected in the future.
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis, DCF method, adjusted net asset value method, EBITDA multiple method, PER method, PBR method, EV/EBIT method and EV/EBITDA method
Independent valuation institution茄子評価株式会社
Special CommitteeEstablished. Comprises 2 independent outside directors, Yoshikawa Akira (吉川 彰) and Nishihara Shigeki (西原 茂樹).
Conditions Precedent to ExecutionApproval of the share exchange agreement at Saikaya's annual general meeting of shareholders scheduled for 16 November 2026. As the share exchange qualifies as a simplified share exchange for AFC-HD, it is scheduled to be implemented without obtaining shareholder approval in principle.
Management structure after acquisitionSaikaya is scheduled to become a wholly owned subsidiary of AFC-HD. AFC-HD will respect Saikaya's business foundation and seek to make effective use of management resources and improve operating efficiency. Saikaya's corporate name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Saikaya Department Store Co.,Ltd. |
| Name of the Subject Company | Saikaya Department Store Co.,Ltd. |
| Business Description of the Subject Company | Department store business and other activities |
| Location of the Subject Company | Kanagawa Prefecture |
| Capital Stock of the Subject Company | ¥936,088,430 |
| Date of Establishment of the Subject Company | 18 November 1950 |
| Net Sales of the Subject Company | ¥4,591 million (fiscal year ended August 2026) |
| Operating Profit of the Subject Company | ¥124 million (fiscal year ended August 2026) |
| Net Income of the Subject Company | ¥85 million (fiscal year ended August 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,358 million (fiscal year ended August 2026) |
| Type of Consideration | Shares (0.3 AFC-HD common shares will be allotted and delivered for each Saikaya common share) |
| Merger ratio/share exchange ratio | AFC-HD:Saikaya = 10:3. AFC-HD will be the wholly owning parent company in the share exchange, and Saikaya will be the wholly owned subsidiary. |
| Voting rights ownership percentage | Before 44.35% (AFC-HD's ownership interest in Saikaya) → after 100% (scheduled to become a wholly owned subsidiary) |
| Funding arrangements | AFC-HD plans to issue new common shares as consideration for the share exchange. |
| Impact on Business Performance | AFC-HD will promptly disclose any material impact of the share exchange on its results if such an impact is expected in the future. |
| Date of board resolution | 16 October 2026 (scheduled) |
| Contract Date | 16 October 2026 (scheduled) |
| Execution Date / Effective Date | 15 December 2026 (scheduled) |
| Valuation methodology | Market price method, comparable company analysis, DCF method, adjusted net asset value method, EBITDA multiple method, PER method, PBR method, EV/EBIT method and EV/EBITDA method |
| Independent valuation institution | 茄子評価株式会社 |
| Special Committee | Established. Comprises 2 independent outside directors, Yoshikawa Akira (吉川 彰) and Nishihara Shigeki (西原 茂樹). |
| Conditions Precedent to Execution | Approval of the share exchange agreement at Saikaya's annual general meeting of shareholders scheduled for 16 November 2026. As the share exchange qualifies as a simplified share exchange for AFC-HD, it is scheduled to be implemented without obtaining shareholder approval in principle. |
| Management structure after acquisition | Saikaya is scheduled to become a wholly owned subsidiary of AFC-HD. AFC-HD will respect Saikaya's business foundation and seek to make effective use of management resources and improve operating efficiency. Saikaya's corporate name, representative and treatment of employees: not disclosed |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)
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.By making Saikaya a wholly owned subsidiary, AFC-HD plans to integrate the use of management resources across the AFC-HD Group, accelerate decision-making, improve operating efficiency and strengthen its financial base, thereby enhancing the corporate value of both companies.
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