Worth reading
71In 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
6650
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyMEDIPAL HOLDINGS CORPORATION
Disclosing companyPALTAC CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution11 May 2026
Target company
The Company's principal business is procuring cosmetics and daily necessities and over-the-counter pharmaceuticals from manufacturers and selling them to retailers nationwide. Standing between manufacturers and retailers, the Company's group provides the logistics, inventory management, information transmission, financing and other functions essential to the distribution process as a wholesale business.
Consideration and expenses
Type of ConsiderationCash (¥6,650 per common share)
Tender offer price¥6,650 per common share
Minimum number of shares to be purchased8,676,100 shares
Tender offer periodFrom 12 May 2026 to 7 July 2026 (41 business days)
Funding arrangementsBorrowing from Mizuho Bank, Ltd. (the Bank Financing)
Impact on Business Performance
The synergies expected to be realized through the execution of the transaction are difficult to estimate specifically at this time.
Procedures and assumptions
Valuation methodologyMarket price method (the tender offeror used the average market price method), comparable company analysis and DCF method
Independent valuation institutionNomura Securities Co., Ltd., Daiwa Securities Co., Ltd. and Plutus Consulting Co., Ltd.
Special CommitteeEstablished. The committee comprises 3 members: Yoshitake Ichiro (吉武 一郎), Oishi Kaori (大石 歌織) and Hikida Kyoko (疋田 鏡子). It consists of 2 independent outside directors and 1 independent outside Audit & Supervisory Board member, with expertise in corporate management, legal affairs and risk management, and finance.
Conditions Precedent to ExecutionSubject to the successful completion of this Tender Offer and other conditions, the Company plans to obtain the Bank Financing by the business day preceding the commencement date of settlement for this Tender Offer.
Management structure after acquisitionThe current management policies, initiative and autonomy will be respected to the fullest extent. As a basic policy, the current management structure will be respected to the fullest extent and the employment terms of employees will not be changed to their disadvantage. Maintaining the corporate name will be a basic policy, and any change will be discussed in advance. The two companies will establish and operate a forum to consider measures for increasing corporate value.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | MEDIPAL HOLDINGS CORPORATION |
| Name of the Subject Company | PALTAC CORPORATION |
| Business Description of the Subject Company | The Company's principal business is procuring cosmetics and daily necessities and over-the-counter pharmaceuticals from manufacturers and selling them to retailers nationwide. Standing between manufacturers and retailers, the Company's group provides the logistics, inventory management, information transmission, financing and other functions essential to the distribution process as a wholesale business. |
| Type of Consideration | Cash (¥6,650 per common share) |
| Tender offer price | ¥6,650 per common share |
| Minimum number of shares to be purchased | 8,676,100 shares |
| Tender offer period | From 12 May 2026 to 7 July 2026 (41 business days) |
| Voting rights ownership percentage | Before 52.40％ → after 66.67% or more (upon satisfaction of the minimum number of shares to be purchased), ultimately 100% (following the completion of the conversion into a wholly owned subsidiary) |
| Funding arrangements | Borrowing from Mizuho Bank, Ltd. (the Bank Financing) |
| Impact on Business Performance | The synergies expected to be realized through the execution of the transaction are difficult to estimate specifically at this time. |
| Date of board resolution | 11 May 2026 |
| Valuation methodology | Market price method (the tender offeror used the average market price method), comparable company analysis and DCF method |
| Independent valuation institution | Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd. and Plutus Consulting Co., Ltd. |
| Special Committee | Established. The committee comprises 3 members: Yoshitake Ichiro (吉武 一郎), Oishi Kaori (大石 歌織) and Hikida Kyoko (疋田 鏡子). It consists of 2 independent outside directors and 1 independent outside Audit & Supervisory Board member, with expertise in corporate management, legal affairs and risk management, and finance. |
| Conditions Precedent to Execution | Subject to the successful completion of this Tender Offer and other conditions, the Company plans to obtain the Bank Financing by the business day preceding the commencement date of settlement for this Tender Offer. |
| Management structure after acquisition | The current management policies, initiative and autonomy will be respected to the fullest extent. As a basic policy, the current management structure will be respected to the fullest extent and the employment terms of employees will not be changed to their disadvantage. Maintaining the corporate name will be a basic policy, and any change will be discussed in advance. The two companies will establish and operate a forum to consider measures for increasing corporate value. |
Items this document does not state (15)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateExecution Date / Effective Date
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.To strengthen the ability to provide solutions, the logistics model, data utilization and the human resources base by integrating and utilizing the management resources, logistics functions, data, personnel and know-how of the parent group and PALTAC CORPORATION. The transaction will also eliminate constraints on the sharing of information and know-how and the advancement of medium- to long-term initiatives arising from the parent-subsidiary listing structure.
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