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 common shares PPIH plans to deliver)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Olympic Group Corporation
Disclosing companyOlympic Group 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 delivered for each Olympic Group Corporation share)
Merger ratio/share exchange ratioOlympic Group Corporation shares : PPIH shares = 1 : 1.18. PPIH will be the wholly owning parent company in the share exchange, and Olympic Group Corporation will be the wholly owned subsidiary.
Funding arrangementsThe shares to be delivered are expected to be sourced from PPIH's treasury shares. No method of raising cash is stated.
Goodwill amountNot yet determined. No amortization period is stated.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this share exchange on the performance of both companies is currently under review. The impact of the resulting goodwill on consolidated performance is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method and DCF method
Independent valuation institution株式会社プルータス・コンサルティング, Deloitte Tohmatsu LLC
Conditions Precedent to ExecutionApproval of the share exchange agreement by Olympic Group Corporation's annual general meeting of shareholders; expiry of the statutory waiting period for the notification under Article 10, Paragraph 2 of the Antimonopoly Act and the absence of any measures or procedures by the Japan Fair Trade Commission that would prevent this share exchange; and expiry of the statutory waiting period for the prior notification under Article 27, Paragraph 1 of the Foreign Exchange and Foreign Trade Act and the absence of any measures or procedures that would prevent this share exchange.
Management structure after acquisitionOlympic Group Corporation will become a wholly owned subsidiary of PPIH. PPIH's corporate name will be Pan Pacific International Holdings Corporation, and its representative will be Representative Director, President and CEO Moriya Hideki (森屋 秀樹). Employee treatment: 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 delivered for each Olympic Group Corporation share) |
| Merger ratio/share exchange ratio | Olympic Group Corporation shares : PPIH shares = 1 : 1.18. 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; number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 100.0％ (before not disclosed) |
| Funding arrangements | The shares to be delivered are expected to be sourced from PPIH's treasury shares. No method of raising cash is stated. |
| Goodwill amount | Not yet determined. No amortization period is stated. |
| Impact on Business Performance | The impact of this share exchange on the performance of both companies is currently under review. The impact of the resulting goodwill on consolidated performance 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 DCF method |
| Independent valuation institution | 株式会社プルータス・コンサルティング, Deloitte Tohmatsu LLC |
| Conditions Precedent to Execution | Approval of the share exchange agreement by Olympic Group Corporation's annual general meeting of shareholders; expiry of the statutory waiting period for the notification under Article 10, Paragraph 2 of the Antimonopoly Act and the absence of any measures or procedures by the Japan Fair Trade Commission that would prevent this share exchange; and expiry of the statutory waiting period for the prior notification under Article 27, Paragraph 1 of the Foreign Exchange and Foreign Trade Act and the absence of any measures or procedures that would prevent this share exchange. |
| Management structure after acquisition | Olympic Group Corporation will become a wholly owned subsidiary of PPIH. PPIH's corporate name will be Pan Pacific International Holdings Corporation, and its representative will be Representative Director, President and CEO Moriya Hideki (森屋 秀樹). Employee treatment: Not disclosed. |
Items this document does not state (7)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodAmount 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 establish a stronger management foundation, as its operating environment has become challenging due to sluggish personal consumption amid rising prices, intensifying competition, and increases in labor and logistics costs. The companies expect to create synergies in store openings and business-format expansion, products and operations, human resources, and PMI by combining PPIH's procurement capabilities, promotional capabilities, store-operation expertise, and economies of scale with Olympic Group Corporation's food and non-food businesses.
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