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M&A and Subsidiary Changes7475ALBIS Co.,Ltd.Retail

Notice of Opinion in Support of Tender Offer for Our Shares by LIFE CORPORATION and Recommendation to Tender

ALBIS Co.,Ltd. has decided to support the tender offer by LIFE CORPORATION at ¥3,780 per share and recommend that shareholders tender their shares. Following the tender offer, ALBIS Co.,Ltd. is expected to be delisted through a share consolidation and become a consolidated subsidiary of LIFE CORPORATION.

Worth reading
86Important
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
3780
yen per share
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
CounterpartyLIFE CORPORATION, Mitsubishi Corporation
Disclosing companyALBIS Co.,Ltd.
ALBIS Co.,Ltd.Voting rights ownership percentageNumber of shares acquired Minimum number of shares to be purchased: 4,171,200 shares; 41,712 voting rights. No upper limit on the number of shares to be purchased

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

Food supermarket operations; production of prepared foods; meat and seafood processing; production of tofu products; recycling and other businesses that complement food supermarket operations

Location Imizu, Toyama PrefectureDate of incorporation 1968
Consideration and expenses
Type of ConsiderationCash (¥3,780 per common share)
Tender offer price¥3,780 per common share
Minimum number of shares to be purchased4,171,200 shares (no upper limit on the number of shares to be purchased)
Tender offer period9 September 2026 to 10 November 2026 (40 business days)
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF method
Independent valuation institutionSMBC Nikko Securities Inc., Daiwa Securities Co., Ltd.
Special CommitteeEstablished. 3 members: 2 independent outside directors and 1 independent outside audit & supervisory board member
Conditions Precedent to ExecutionFollowing completion of the tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders regarding the share consolidation and an amendment to the Articles of Incorporation to eliminate the provisions concerning the number of shares constituting one unit. The tender offeror and Mitsubishi Corporation plan to vote in favor of the relevant proposals.
Management structure after acquisitionALBIS Co.,Ltd.'s management philosophy and locally rooted business operations will be respected, while management autonomy will be maintained based on its independence and regional characteristics. The basic policy is to retain the stores' trade names. The employment and treatment of employees and other matters are expected to be discussed and decided after the transaction.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameLIFE CORPORATION, Mitsubishi Corporation
Name of the Subject CompanyALBIS Co.,Ltd.
Business Description of the Subject CompanyFood supermarket operations; production of prepared foods; meat and seafood processing; production of tofu products; recycling and other businesses that complement food supermarket operations
Location of the Subject CompanyImizu, Toyama Prefecture
Date of Establishment of the Subject Company1968
Type of ConsiderationCash (¥3,780 per common share)
Tender offer price¥3,780 per common share
Minimum number of shares to be purchased4,171,200 shares (no upper limit on the number of shares to be purchased)
Tender offer period9 September 2026 to 10 November 2026 (40 business days)
Number of shares acquiredMinimum number of shares to be purchased: 4,171,200 shares; 41,712 voting rights. No upper limit on the number of shares to be purchased
Voting rights ownership percentageBefore 0.00% → after 83.38%
Date of board resolution8 September 2026
Contract Date8 September 2026
Execution Date / Effective DateThe tender offer will commence on 9 September 2026. The share consolidation is scheduled for around late January 2027.
Valuation methodologyMarket price method, comparable company analysis and DCF method
Independent valuation institutionSMBC Nikko Securities Inc., Daiwa Securities Co., Ltd.
Special CommitteeEstablished. 3 members: 2 independent outside directors and 1 independent outside audit & supervisory board member
Conditions Precedent to ExecutionFollowing completion of the tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders regarding the share consolidation and an amendment to the Articles of Incorporation to eliminate the provisions concerning the number of shares constituting one unit. The tender offeror and Mitsubishi Corporation plan to vote in favor of the relevant proposals.
Management structure after acquisitionALBIS Co.,Ltd.'s management philosophy and locally rooted business operations will be respected, while management autonomy will be maintained based on its independence and regional characteristics. The basic policy is to retain the stores' trade names. The employment and treatment of employees and other matters are expected to be discussed and decided after the transaction.
Items this document does not state (12)
Capital Stock 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 ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance

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 generate synergies through the use of LIFE CORPORATION's product development and procurement capabilities and its management resources in logistics, systems and human resources, including joint procurement, AI and IT investment, expansion of the store network and personnel exchanges. The company also explains that going private will enable it to implement medium- to long-term initiatives more flexibly and promptly.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Opinion in Support of Tender Offer for Our Shares by LIFE CORPORATION and Recommendation to Tender | ALBIS Co.,Ltd. (7475) timely disclosure | Komori