Department store operator Saikaya (8254) signed a share exchange agreement on Oct. 16, 2026 under which AFC-HD AMS Life Science will make it a wholly owned subsidiary, delivering 0.3 AFC-HD share for each Saikaya share, with Saikaya stock to be delisted on Dec. 11, 2026.
Saikaya runs department stores in Kanagawa Prefecture and owns real estate including its Yokosuka and Fujisawa stores. AFC-HD, which plans, manufactures and sells health foods and cosmetics, already holds Saikaya as a consolidated subsidiary.
The Tokyo Stock Exchange designated Saikaya shares as securities to be delisted from Sept. 16, 2026, and has decided to delist them on March 1, 2027. The companies said full ownership would allow integrated use of group management resources, faster decision-making and a stronger financial base, and that the group would also consider how to use Saikaya's real estate and other assets.
| Item | Detail |
|---|---|
| Exchange ratio (AFC-HD:Saikaya) | 10:3 |
| AFC-HD shares to be delivered | 1,067,819.7 (newly issued) |
The ratio was based on a valuation by an independent third-party firm using market price, comparable company, DCF and market-value net asset methods, with Oct. 2, 2026 as the valuation date. The companies said they chose that date to allow time to observe the share price after the delisting decision, and that results for the fiscal year ended August 2026, released Oct. 15, had no material impact on the ratio. For AFC-HD the deal qualifies as a simplified share exchange under Article 796(2) of the Companies Act, so in principle no shareholder vote is required.
Saikaya plans to seek approval at its annual general meeting on Nov. 16, 2026. The last trading day is scheduled for Dec. 10, delisting for Dec. 11, and the exchange is set to take effect on Dec. 15. 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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