Satudora Holdings Co., Ltd. (3544) said on Oct. 6 it will ask shareholders at a Nov. 6 extraordinary meeting to approve a share consolidation to complete its management buyout, with its shares scheduled to be delisted on Nov. 25, 2026.
The consolidation follows a tender offer by Terra Co., Ltd. that ran from June 22 to Aug. 3, 2026. After settlement on Aug. 10, Terra held 7,290,251 shares, or 52.90% of voting rights. The consolidation is intended to leave Terra and Tommy Corporation, the largest shareholder and an asset management company for CEO Hiroki Tomiyama and family, as the only shareholders. The meeting will also vote on amending the articles of incorporation to abolish the share-unit provision.
Subsequent steps outlined in the filing include a share split, the company's acquisition of part of Tommy Corporation's stake, a merger in which Terra absorbs Satudora, and a share exchange with Terra's parent, Luna Co., Ltd. Luna's shareholders are ultimately to be funds managed by Marunouchi Capital, including Marunouchi Global Fund III L.P., and Tommy Corporation.
Tomiyama and Marunouchi Capital submitted the buyout proposal on April 3. The proposers first offered ¥1,000 per share on May 18 and later raised it to ¥1,100, ¥1,150 and ¥1,175; the company and its special committee judged each proposal significantly insufficient relative to the company's intrinsic value.
Separately, Satudora will cancel all 456,302 of its treasury shares, or 3.21% of issued shares before cancellation, after which issued shares will total 13,780,262. The cancellation is conditional on shareholder approval of the consolidation.
Next steps: the shares will be designated for delisting from Nov. 6 to Nov. 24 and removed from the TSE Standard Market and the Sapporo Securities Exchange main market on Nov. 25. Treasury shares are to be cancelled on Nov. 26, and the consolidation takes effect on Nov. 27.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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