Worth reading
92Important
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
1220
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This Tender Offer (the Transaction)Counterpartyテラ株式会社, トミーコーポレーション株式会社
Disclosing companySATUDORA HOLDINGS 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
(a) Retail business: Primarily operates a chain of drugstore-format stores and dispensing pharmacies, mainly in Hokkaido, with the aim of establishing a dominant presence in the region, as well as inbound-format stores in tourist destinations frequently visited by international visitors to Japan. Its dispensing pharmacy business includes both dedicated dispensing pharmacies and pharmacies attached to drugstore-format stores. (b) Marketing business: Primarily conducts regional marketing and payment services using EZOCA, Hokkaido's common point card. (c) Asset business: Primarily acquires, holds, sells and manages real estate for investment purposes. (d) Other businesses: Develops and sells POS applications and other products aimed at solving customer-oriented issues, and conducts corporate venture capital (CVC) activities aimed at creating synergies with its existing businesses and generating new businesses.
Consideration and expenses
Acquisition price¥1,220 per common share (total acquisition cost: Not disclosed)
Type of ConsiderationMixed consideration. The tender offer is expected to be settled in cash, while the merger by absorption and share exchange are expected to be settled in shares.
Merger ratio/share exchange ratioThe absorption merger ratio and share exchange ratio had not been determined as of today. Following completion of the share exchange, the equity contribution ratios are expected to be 66.60% for Marunouchi Capital Fund and 33.40% for トミーコーポレーション株式会社.
Tender offer price¥1,220 per common share. The purchase price for share acquisition rights was not disclosed.
Minimum number of shares to be purchased4,165,800 shares. No upper limit has been set for the planned number of shares to be purchased.
Tender offer periodFrom 22 June 2026 to 3 August 2026 (30 business days)
Funding arrangementsBorrowings from Aozora Bank,Ltd. and an equity contribution from the offeror's parent company.
Impact on Business Performance
It is currently difficult to specifically estimate the impact on earnings of the synergies expected to be realized through the Transaction. In addition, the implementation of the measures may temporarily weaken performance in the short term.
Procedures and assumptions
Valuation methodologyMarket price method and DCF method. The valuation range under the market price method was ¥828–¥848, and that under the DCF method was ¥1,070–¥1,450.
Independent valuation institution株式会社プルータス・コンサルティング
Special CommitteeEstablished. Comprising 3 independent outside directors, Yasuda Takaaki (保田隆明), Kono Hiroko (河野宏子) and Narita Masahiro (成田眞弘). The committee met 11 times in total from 8 April to 18 June 2026.
Conditions Precedent to ExecutionThe conditions include at least 4,165,800 shares being tendered in the tender offer, approval by a special resolution at the extraordinary shareholders meeting to be held after completion of the tender offer for the share consolidation and other matters, and the execution of bank financing and the parent company's equity contribution subject to completion of the tender offer and other conditions.
Management structure after acquisitionToyama Hiroki (富山浩樹) is expected to remain involved in management as representative director after the Transaction. The company anticipates that Marunouchi Capital will second officers to the company, although specific policies have not been determined. In principle, no revisions to employee employment or treatment are contemplated.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer (the Transaction) |
| Counterparty name | テラ株式会社, トミーコーポレーション株式会社 |
| Name of the Subject Company | SATUDORA HOLDINGS CO.,LTD. |
| Business Description of the Subject Company | (a) Retail business: Primarily operates a chain of drugstore-format stores and dispensing pharmacies, mainly in Hokkaido, with the aim of establishing a dominant presence in the region, as well as inbound-format stores in tourist destinations frequently visited by international visitors to Japan. Its dispensing pharmacy business includes both dedicated dispensing pharmacies and pharmacies attached to drugstore-format stores. (b) Marketing business: Primarily conducts regional marketing and payment services using EZOCA, Hokkaido's common point card. (c) Asset business: Primarily acquires, holds, sells and manages real estate for investment purposes. (d) Other businesses: Develops and sells POS applications and other products aimed at solving customer-oriented issues, and conducts corporate venture capital (CVC) activities aimed at creating synergies with its existing businesses and generating new businesses. |
| Acquisition price | ¥1,220 per common share (total acquisition cost: Not disclosed) |
| Type of Consideration | Mixed consideration. The tender offer is expected to be settled in cash, while the merger by absorption and share exchange are expected to be settled in shares. |
| Merger ratio/share exchange ratio | The absorption merger ratio and share exchange ratio had not been determined as of today. Following completion of the share exchange, the equity contribution ratios are expected to be 66.60% for Marunouchi Capital Fund and 33.40% for トミーコーポレーション株式会社. |
| Tender offer price | ¥1,220 per common share. The purchase price for share acquisition rights was not disclosed. |
| Minimum number of shares to be purchased | 4,165,800 shares. No upper limit has been set for the planned number of shares to be purchased. |
| Tender offer period | From 22 June 2026 to 3 August 2026 (30 business days) |
| Number of shares acquired | The actual number of shares acquired has not been determined. The minimum planned purchase is 4,165,800 shares (41,658 voting rights), with no upper limit. |
| Voting rights ownership percentage | Before The offeror does not own any shares of the company as of today: 0.00% → after 66.67% based on the minimum planned purchase (66.71% using another denominator) |
| Funding arrangements | Borrowings from Aozora Bank,Ltd. and an equity contribution from the offeror's parent company. |
| Impact on Business Performance | It is currently difficult to specifically estimate the impact on earnings of the synergies expected to be realized through the Transaction. In addition, the implementation of the measures may temporarily weaken performance in the short term. |
| Date of board resolution | 19 June 2026 |
| Contract Date | 19 June 2026 |
| Execution Date / Effective Date | The tender offer is scheduled to commence on 22 June 2026 and end on 3 August 2026. The share consolidation is scheduled for around early December 2026, while the purchase of treasury shares, merger by absorption and share exchange are scheduled for the first half of 2027. |
| Valuation methodology | Market price method and DCF method. The valuation range under the market price method was ¥828–¥848, and that under the DCF method was ¥1,070–¥1,450. |
| Independent valuation institution | 株式会社プルータス・コンサルティング |
| Special Committee | Established. Comprising 3 independent outside directors, Yasuda Takaaki (保田隆明), Kono Hiroko (河野宏子) and Narita Masahiro (成田眞弘). The committee met 11 times in total from 8 April to 18 June 2026. |
| Conditions Precedent to Execution | The conditions include at least 4,165,800 shares being tendered in the tender offer, approval by a special resolution at the extraordinary shareholders meeting to be held after completion of the tender offer for the share consolidation and other matters, and the execution of bank financing and the parent company's equity contribution subject to completion of the tender offer and other conditions. |
| Management structure after acquisition | Toyama Hiroki (富山浩樹) is expected to remain involved in management as representative director after the Transaction. The company anticipates that Marunouchi Capital will second officers to the company, although specific policies have not been determined. In principle, no revisions to employee employment or treatment are contemplated. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceGoodwill 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.In response to intensifying competition in the drugstore industry, population decline in Hokkaido, and rising personnel and commodity costs, the company plans to leverage Marunouchi Capital's funding, personnel, industry expertise and network to strengthen the profitability of its existing businesses, invest in new areas and expand business alliances over the medium to long term. The company determined that taking the company private would be optimal because remaining listed would subject it to short-term stock market valuations and would make more agile decision-making possible.
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