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M&A and Subsidiary Changes8001ITOCHU CorporationTrading & Wholesale

Notice Regarding the Results of the Tender Offer for Shares of Sun Frontier Fudousan Co.,Ltd. (Securities Code: 8934) and the Change in the Company's Status as an Equity-Method Affiliate

The tender offer for Sun Frontier Fudousan Co.,Ltd. has been completed, and 6,656,969 shares, the maximum number of shares sought, were acquired. As a result, Itochu Corporation's ownership interest will increase from 10.15% to 22.45%, and the company is expected to become an equity-method affiliate.

Worth reading
83Important
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
18639
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This tender offer
CounterpartySI合同会社
Disclosing companyITOCHU Corporation
Sun Frontier Fudousan Co.,Ltd.Voting rights ownership percentageNumber of shares acquired 6,656,969 shares (66,569 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date16 April 2026 (scheduled; the date on which settlement of the tender offer is scheduled to commence)
Target company

Real estate revitalization, real estate services, and hotel and tourism businesses

Location Chiyoda-ku, TokyoShare capital ¥11,965 million (as of 31 December 2025)Date of incorporation 8 April 1999
Net Sales¥103,174 million (fiscal year ended March 2025)
Operating profit¥21,279 million (fiscal year ended March 2025)
Net income for the current fiscal year¥14,163 million (fiscal year ended March 2025, net income attributable to owners of the parent)
Net assets¥105,892 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥18,639 million
Expenses other than the acquisition priceExcludes advisory fees and other costs (amount not disclosed)
Type of ConsiderationCash
Tender offer price¥2,800 per common share
Minimum number of shares to be purchased- shares (no minimum set)
Tender offer periodFrom 26 February 2026 to 9 April 2026 (30 business days)
Procedures and assumptions
Management structure after acquisitionThe target company is expected to become an equity-method affiliate of Itochu Corporation. Other details, including the corporate name, representative, and treatment of employees, have not been disclosed.
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameSI合同会社
Name of the Subject CompanySun Frontier Fudousan Co.,Ltd.
Business Description of the Subject CompanyReal estate revitalization, real estate services, and hotel and tourism businesses
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥11,965 million (as of 31 December 2025)
Date of Establishment of the Subject Company8 April 1999
Net Sales of the Subject Company¥103,174 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥21,279 million (fiscal year ended March 2025)
Net Income of the Subject Company¥14,163 million (fiscal year ended March 2025, net income attributable to owners of the parent)
Net Assets of the Subject Company¥105,892 million (fiscal year ended March 2025)
Acquisition price¥18,639 million
Expenses other than the acquisition priceExcludes advisory fees and other costs (amount not disclosed)
Type of ConsiderationCash
Tender offer price¥2,800 per common share
Minimum number of shares to be purchased- shares (no minimum set)
Tender offer periodFrom 26 February 2026 to 9 April 2026 (30 business days)
Number of shares acquired6,656,969 shares (66,569 voting rights)
Voting rights ownership percentageBefore 10.15% → after 22.45%
Execution Date / Effective Date16 April 2026 (scheduled; the date on which settlement of the tender offer is scheduled to commence)
Management structure after acquisitionThe target company is expected to become an equity-method affiliate of Itochu Corporation. Other details, including the corporate name, representative, and treatment of employees, have not been disclosed.
Items this document does not state (11)
Merger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

As a result of the tender offer and the third-party allotment capital increase, the target company is expected to become an equity-method affiliate of Itochu Corporation. The specific purpose and rationale for the transaction are not explained in this document.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Results of the Tender Offer for Shares of Sun Frontier Fudousan Co.,Ltd. (Securities Code: 8934) and the Change in the Company's Status as an Equity-Method Affiliate | ITOCHU Corporation (8001) timely disclosure | Komori