Worth reading
66In 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
26334386820
Yen (purchase consideration)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyMitsubishi Corporation
Disclosing companyLIFE CORPORATION
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
Operation of food supermarkets
Location Imizu, Toyama PrefectureShare capital ¥4,908 million (as at 31 March 2026)Date of incorporation 23 December 1968
Consideration and expenses
Acquisition price¥26,334,386,820 (purchase consideration calculated by multiplying the planned purchase quantity of 6,966,769 shares by the public tender offer price of ¥3,780)
Type of ConsiderationCash
Tender offer price¥3,780 per common share
Minimum number of shares to be purchased4,171,200 shares
Tender offer periodFrom 9 September 2026 through 10 November 2026 (40 business days)
Procedures and assumptions
Valuation methodologyMarket price method, comparable company analysis and DCF analysis
Independent valuation institutionDaiwa Securities Co., Ltd., SMBC Nikko Securities Inc.
Special CommitteeEstablished. The committee consists of 3 members: Kazeta Tatsuya (加世多 達也), independent outside director; Matsumura Atsuki (松村 篤樹), independent outside director, certified public accountant and tax accountant; and Yamaguchi Toshihiko (山口 敏彦), independent outside corporate auditor and attorney.
Conditions Precedent to ExecutionThe total number of shares tendered in the public tender offer must be at least 4,171,200. Following the successful completion of the public tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders concerning the share consolidation and related matters.
Management structure after acquisitionALBIS will become a consolidated subsidiary of LIFE CORPORATION, while its autonomy and regional characteristics will be respected. The store trade names will generally be maintained. The specific operating structure, and the employment and treatment of employees, will be discussed and determined after the transaction. Mitsubishi Corporation is expected to remain as a shareholder holding 16.62%.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Mitsubishi Corporation |
| Name of the Subject Company | ALBIS Co.,Ltd. |
| Business Description of the Subject Company | Operation of food supermarkets |
| Location of the Subject Company | Imizu, Toyama Prefecture |
| Capital Stock of the Subject Company | ¥4,908 million (as at 31 March 2026) |
| Date of Establishment of the Subject Company | 23 December 1968 |
| Acquisition price | ¥26,334,386,820 (purchase consideration calculated by multiplying the planned purchase quantity of 6,966,769 shares by the public tender offer price of ¥3,780) |
| Type of Consideration | Cash |
| Tender offer price | ¥3,780 per common share |
| Minimum number of shares to be purchased | 4,171,200 shares |
| Tender offer period | From 9 September 2026 through 10 November 2026 (40 business days) |
| Number of shares acquired | 6,966,769 shares and 69,667 voting rights (based on the planned purchase quantity) |
| 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 | 17 November 2026 (settlement start date). The effective date of the share consolidation has not been determined, and the extraordinary general meeting of shareholders is scheduled for around early January 2027. |
| Valuation methodology | Market price method, comparable company analysis and DCF analysis |
| Independent valuation institution | Daiwa Securities Co., Ltd., SMBC Nikko Securities Inc. |
| Special Committee | Established. The committee consists of 3 members: Kazeta Tatsuya (加世多 達也), independent outside director; Matsumura Atsuki (松村 篤樹), independent outside director, certified public accountant and tax accountant; and Yamaguchi Toshihiko (山口 敏彦), independent outside corporate auditor and attorney. |
| Conditions Precedent to Execution | The total number of shares tendered in the public tender offer must be at least 4,171,200. Following the successful completion of the public tender offer, a special resolution must be obtained at an extraordinary general meeting of shareholders concerning the share consolidation and related matters. |
| Management structure after acquisition | ALBIS will become a consolidated subsidiary of LIFE CORPORATION, while its autonomy and regional characteristics will be respected. The store trade names will generally be maintained. The specific operating structure, and the employment and treatment of employees, will be discussed and determined after the transaction. Mitsubishi Corporation is expected to remain as a shareholder holding 16.62%. |
Items this document does not state (10)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 will combine ALBIS's store operating capabilities developed in the Hokuriku region, its strengths in fresh food, and the trust it has earned from customers with LIFE CORPORATION's management resources to generate synergies in store openings and M&A, product development, joint procurement, logistics, sales promotion, systems and human resources development. The company stated that taking ALBIS private was deemed necessary because maintaining its listing could constrain medium- to long-term initiatives due to potential conflicts of interest with minority shareholders and the need to consider short-term market valuations.
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