Worth reading
73In focus
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
6650
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterparty (target company)PALTAC CORPORATION
Disclosing companyMEDIPAL HOLDINGS CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution11 May 2026
Target company
Its principal business is purchasing cosmetics, daily necessities and over-the-counter pharmaceuticals from manufacturers and selling them to retailers nationwide.
Consideration and expenses
Type of ConsiderationCash (¥6,650 per common share)
Tender offer price¥6,650 per common share
Minimum number of shares to be purchased8,676,100 shares (66.67% ownership ratio of share certificates and other securities after the tender offer)
Tender offer period12 May 2026 to 7 July 2026 (41 business days)
Funding arrangementsBorrowing from Mizuho Bank, Ltd. (the Bank Financing)
Procedures and assumptions
Valuation methodologyMarket price average method, market price method, comparable company analysis and discounted cash flow method (DCF method)
Independent valuation institutionNomura Securities Co., Ltd., Daiwa Securities Co., Ltd., 株式会社プルータス・コンサルティング
Special CommitteeEstablished. The committee comprises 3 members: Yoshitake Ichiro (吉武一郎), Oishi Kaori (大石歌織) and Hikita Kyoko (疋田鏡子). It consists of 2 independent outside directors and 1 independent outside corporate auditor.
Conditions Precedent to ExecutionThe number of shares tendered must be at least 8,676,100, the minimum number of shares to be purchased. Subject to the successful completion of this tender offer and other conditions, financing is expected to be obtained from Mizuho Bank by the business day preceding the commencement date of settlement. If PALTAC cannot be made a wholly owned subsidiary after the tender offer is completed, a share consolidation or a demand for the sale of shares and other securities is expected to be carried out.
Management structure after acquisitionThe current management policies, independence and autonomy of the target company will be respected to the fullest extent. The basic policy is to respect the current management structure to the fullest extent and not make disadvantageous changes to employees' employment conditions. The basic policy is to retain the company name, and a forum for considering business alliances will be established and operated.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | PALTAC CORPORATION |
| Name of the Subject Company | PALTAC CORPORATION |
| Business Description of the Subject Company | Its principal business is purchasing cosmetics, daily necessities and over-the-counter pharmaceuticals from manufacturers and selling them to retailers nationwide. |
| Type of Consideration | Cash (¥6,650 per common share) |
| Tender offer price | ¥6,650 per common share |
| Minimum number of shares to be purchased | 8,676,100 shares (66.67% ownership ratio of share certificates and other securities after the tender offer) |
| Tender offer period | 12 May 2026 to 7 July 2026 (41 business days) |
| Number of shares acquired | All shares subject to this tender offer, excluding shares held by the tender offeror and treasury shares. The minimum number of shares to be purchased is 8,676,100, representing 86,761 voting rights. |
| Voting rights ownership percentage | Before 52.40％ → after 100% (making the company a wholly owned subsidiary) |
| Funding arrangements | Borrowing from Mizuho Bank, Ltd. (the Bank Financing) |
| Date of board resolution | 11 May 2026 |
| Valuation methodology | Market price average method, market price method, comparable company analysis and discounted cash flow method (DCF method) |
| Independent valuation institution | Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd., 株式会社プルータス・コンサルティング |
| Special Committee | Established. The committee comprises 3 members: Yoshitake Ichiro (吉武一郎), Oishi Kaori (大石歌織) and Hikita Kyoko (疋田鏡子). It consists of 2 independent outside directors and 1 independent outside corporate auditor. |
| Conditions Precedent to Execution | The number of shares tendered must be at least 8,676,100, the minimum number of shares to be purchased. Subject to the successful completion of this tender offer and other conditions, financing is expected to be obtained from Mizuho Bank by the business day preceding the commencement date of settlement. If PALTAC cannot be made a wholly owned subsidiary after the tender offer is completed, a share consolidation or a demand for the sale of shares and other securities is expected to be carried out. |
| Management structure after acquisition | The current management policies, independence and autonomy of the target company will be respected to the fullest extent. The basic policy is to respect the current management structure to the fullest extent and not make disadvantageous changes to employees' employment conditions. The basic policy is to retain the company name, and a forum for considering business alliances will be established and operated. |
Items this document does not state (15)
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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateExecution Date / Effective Date
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.To enable the cross-group use of data, personnel and know-how that is constrained by the parent-subsidiary listing structure, and to combine the MEDIPAL Group's pharmaceutical wholesale business with PALTAC's logistics platform for daily necessities. Through this combination, the parties aim to strengthen their ability to provide solutions, logistics model, data utilization and human resources base, thereby creating new revenue opportunities and increasing corporate value over the medium to long term.
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