This transaction
This tender offerThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Food supermarket operations; production of prepared foods; meat and seafood processing; production of tofu products; recycling and other businesses that complement food supermarket operations
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | LIFE CORPORATION, Mitsubishi Corporation |
| Name of the Subject Company | ALBIS Co.,Ltd. |
| Business Description of the Subject 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 of the Subject Company | Imizu, Toyama Prefecture |
| Date of Establishment of the Subject Company | 1968 |
| Type of Consideration | Cash (¥3,780 per common share) |
| Tender offer price | ¥3,780 per common share |
| Minimum number of shares to be purchased | 4,171,200 shares (no upper limit on the number of shares to be purchased) |
| Tender offer period | 9 September 2026 to 10 November 2026 (40 business days) |
| Number 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 |
| Voting rights ownership percentage | Before 0.00% → after 83.38% |
| Date of board resolution | 8 September 2026 |
| Contract Date | 8 September 2026 |
| Execution Date / Effective Date | The tender offer will commence on 9 September 2026. The share consolidation is scheduled for around late January 2027. |
| Valuation methodology | Market price method, comparable company analysis and DCF method |
| Independent valuation institution | SMBC Nikko Securities Inc., Daiwa Securities Co., Ltd. |
| Special Committee | Established. 3 members: 2 independent outside directors and 1 independent outside audit & supervisory board member |
| Conditions Precedent to Execution | Following 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 acquisition | ALBIS 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)
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.