Worth reading
64In 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
300
¥ per shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
The Share ConsolidationDisclosing companyAEON CO.,LTD.
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
Under the slogan “proposing styles from the feet up,” the company provides healthy, comfortable and attractive footwear at reasonable prices and operates its business with the aim of becoming a leading footwear company.
Date of incorporation October 1971
Net Sales¥103.9 billion (fiscal year ended February 2016)
Net income for the current fiscal year¥2.8 billion (fiscal year ended February 2016)
Net assetsExpected to be insolvent (fiscal year ending February 2026; amount not stated)
Consideration and expenses
Acquisition price¥300 per share (purchase price for fractions of less than one share resulting from the share consolidation)
Type of ConsiderationCash (purchase of fractions of less than one share)
Impact on Business Performance
The impact is currently under review, but is considered immaterial at present.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the annual general meeting of shareholders and the class meeting of common shareholders scheduled for 22 May 2026, deemed resolutions at class meetings of the Class A and Class B shareholders, and court approval for the sale of fractions of less than one share
Management structure after acquisitionThe AEON Group will work as one to grow the footwear business and further promote collaboration between GFOOT CO.,LTD. and other AEON Group companies, as well as the integration of management resources and expertise. The corporate name, representative and treatment of employees are not disclosed
| Item | Details |
|---|---|
| Transaction name | The Share Consolidation |
| Name of the Subject Company | GFOOT CO.,LTD. |
| Business Description of the Subject Company | Under the slogan “proposing styles from the feet up,” the company provides healthy, comfortable and attractive footwear at reasonable prices and operates its business with the aim of becoming a leading footwear company. |
| Date of Establishment of the Subject Company | October 1971 |
| Net Sales of the Subject Company | ¥103.9 billion (fiscal year ended February 2016) |
| Net Income of the Subject Company | ¥2.8 billion (fiscal year ended February 2016) |
| Net Assets of the Subject Company | Expected to be insolvent (fiscal year ending February 2026; amount not stated) |
| Acquisition price | ¥300 per share (purchase price for fractions of less than one share resulting from the share consolidation) |
| Type of Consideration | Cash (purchase of fractions of less than one share) |
| Voting rights ownership percentage | Before 61.90% → after Wholly owned subsidiary (AEON CO.,LTD. is scheduled to be the sole shareholder; no percentage stated) |
| Impact on Business Performance | The impact is currently under review, but is considered immaterial at present. |
| Date of board resolution | 8 April 2026 |
| Execution Date / Effective Date | 25 June 2026 (予定) |
| Conditions Precedent to Execution | Approval at the annual general meeting of shareholders and the class meeting of common shareholders scheduled for 22 May 2026, deemed resolutions at class meetings of the Class A and Class B shareholders, and court approval for the sale of fractions of less than one share |
| Management structure after acquisition | The AEON Group will work as one to grow the footwear business and further promote collaboration between GFOOT CO.,LTD. and other AEON Group companies, as well as the integration of management resources and expertise. The corporate name, representative and treatment of employees are not disclosed |
Items this document does not state (17)
Counterparty nameLocation of the Subject CompanyCapital Stock of the Subject CompanyOperating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial 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.GFOOT CO.,LTD. has recorded a net loss for 7 consecutive fiscal years and is expected to become insolvent in the fiscal year ending February 2026. AEON CO.,LTD. explains that making GFOOT CO.,LTD. a wholly owned subsidiary will accelerate decision-making, promote collaboration with other AEON Group companies, integrate management resources and expertise, support the renewed growth of the footwear business, and advance reforms to its cost structure.
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