AFC-HD AMS Life Science (2927) said on Oct. 16 it will make Saikaya, a department store operator already slated for delisting, a wholly owned subsidiary through a share exchange giving 0.3 AFC-HD share for each Saikaya share, effective Dec. 15, 2026.
The health food and cosmetics maker, which already consolidates Saikaya as a subsidiary, plans to deliver 1,067,819.7 newly issued common shares under the deal, at an exchange ratio of 10:3.
The swap qualifies as a simplified share exchange under Article 796, Paragraph 2 of the Companies Act, so AFC-HD in principle does not need shareholder approval. Saikaya will seek approval at its annual shareholders' meeting scheduled for Nov. 16, 2026.
Saikaya runs a department store business mainly in Kanagawa Prefecture and owns real estate including its Yokosuka and Fujisawa stores. The Tokyo Stock Exchange decided on Sept. 16, 2026, to delist its shares. The companies said full ownership would allow integrated use of group resources, faster decision-making and a stronger financial base, and that they would review Saikaya's future business structure and use of its property.
The ratio was based on a valuation by third-party appraiser Nasu Hyoka K.K., which used market price, comparable company, discounted cash flow and market-value net asset methods. The valuation date was set at Oct. 2, 2026, which the companies said allowed time to observe Saikaya's share price after the delisting decision. They said there was no need to change the valuation date to wait for results for the fiscal year ended August 2026, scheduled for release on Oct. 15.
Saikaya's last trading day is scheduled for Dec. 10 and its delisting for Dec. 11, ahead of the Dec. 15 effective date. The schedule may change depending on the progress of procedures.
| 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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