Worth reading
72In focus
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
27105250
Shares (number of PPIH shares expected to be issued)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Olympic Group Corporation
Disclosing companyPan Pacific International Holdings Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Formulation of optimal management strategies for the group as a whole, allocation of management resources, centralized management of outsourced administrative operations, and management and operation of shopping centers, among other activities
Location Kokubunji, TokyoShare capital ¥9,946 millionDate of incorporation 22 February 1973
Net Sales¥91,557 million (fiscal year ended February 2025)
Operating profit¥51 million (fiscal year ended February 2025)
Net income for the current fiscal year△¥67 million (fiscal year ended February 2025)
Net assets¥25,155 million (fiscal year ended February 2025)
Consideration and expenses
Type of ConsiderationShares. 1.18 PPIH common shares will be allotted and delivered for each Olympic Group Corporation share. The number of shares to be delivered is expected to be 27,105,250.
Merger ratio/share exchange ratio1:1.18 (1.18 PPIH shares for each Olympic Group Corporation share). PPIH will be the wholly owning parent company in the share exchange, and Olympic Group Corporation will be the wholly owned subsidiary.
Goodwill amountUndetermined at this time. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of the share exchange on the operating results of both companies is currently under review. Although the amount of goodwill has not yet been determined, the impact on PPIH’s consolidated results is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method (DCF method)
Independent valuation institutionPlutus Consulting Co., Ltd. and Deloitte Tohmatsu LLC
Conditions Precedent to ExecutionApproval of the share exchange agreement at a general meeting of Olympic Group Corporation shareholders; expiration of the statutory waiting period for the notification under the Antimonopoly Act and the absence of any measures or procedures by the Japan Fair Trade Commission that would prevent the share exchange; and expiration of the statutory waiting period for the prior notification under the Foreign Exchange and Foreign Trade Act and the absence of any measures or procedures that would prevent the share exchange
Management structure after acquisitionThe corporate name will be Pan Pacific International Holdings Corporation. The representative will be Representative Director, President and CEO Moriya Hideki (森屋 秀樹). Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Olympic Group Corporation |
| Name of the Subject Company | Olympic Group Corporation |
| Business Description of the Subject Company | Formulation of optimal management strategies for the group as a whole, allocation of management resources, centralized management of outsourced administrative operations, and management and operation of shopping centers, among other activities |
| Location of the Subject Company | Kokubunji, Tokyo |
| Capital Stock of the Subject Company | ¥9,946 million |
| Date of Establishment of the Subject Company | 22 February 1973 |
| Net Sales of the Subject Company | ¥91,557 million (fiscal year ended February 2025) |
| Operating Profit of the Subject Company | ¥51 million (fiscal year ended February 2025) |
| Net Income of the Subject Company | △¥67 million (fiscal year ended February 2025) |
| Net Assets of the Subject Company | ¥25,155 million (fiscal year ended February 2025) |
| Type of Consideration | Shares. 1.18 PPIH common shares will be allotted and delivered for each Olympic Group Corporation share. The number of shares to be delivered is expected to be 27,105,250. |
| Merger ratio/share exchange ratio | 1:1.18 (1.18 PPIH shares for each Olympic Group Corporation share). PPIH will be the wholly owning parent company in the share exchange, and Olympic Group Corporation will be the wholly owned subsidiary. |
| Number of shares acquired | 22,970,551 shares; 100.0% ownership of voting rights |
| Voting rights ownership percentage | After 100.0％ (before not disclosed) |
| Goodwill amount | Undetermined at this time. Amortization period: Not disclosed |
| Impact on Business Performance | The impact of the share exchange on the operating results of both companies is currently under review. Although the amount of goodwill has not yet been determined, the impact on PPIH’s consolidated results is expected to be immaterial. |
| Date of board resolution | 6 April 2026 |
| Contract Date | 6 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (予定) |
| Valuation methodology | Market price method and discounted cash flow method (DCF method) |
| Independent valuation institution | Plutus Consulting Co., Ltd. and Deloitte Tohmatsu LLC |
| Conditions Precedent to Execution | Approval of the share exchange agreement at a general meeting of Olympic Group Corporation shareholders; expiration of the statutory waiting period for the notification under the Antimonopoly Act and the absence of any measures or procedures by the Japan Fair Trade Commission that would prevent the share exchange; and expiration of the statutory waiting period for the prior notification under the Foreign Exchange and Foreign Trade Act and the absence of any measures or procedures that would prevent the share exchange |
| Management structure after acquisition | The corporate name will be Pan Pacific International Holdings Corporation. The representative will be Representative Director, President and CEO Moriya Hideki (森屋 秀樹). 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 periodFunding arrangementsAmount of extraordinary income (loss)Special Committee
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.Olympic Group Corporation determined that a strategic alliance was necessary to address sluggish personal consumption resulting from rising prices, intensifying competition, and increases in personnel and logistics costs, and to establish a stronger management foundation. The two companies expect synergies in store openings, product policies, operations and the utilization of human resources by combining PPIH’s procurement capabilities, promotional capabilities, store operation expertise and economies of scale with Olympic Group Corporation’s store network and expertise in non-food products.
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