ITOCHU-SHOKUHIN Co., Ltd.
Announcement of Expression of Support and Recommendation to Tender for the Tender Offer by FMDI LLC, a Subsidiary of Parent Company Itochu Corporation, for Our Shares
FMDI LLC, a wholly owned subsidiary of Itochu Corporation, will conduct a tender offer for Itochu Foods Corporation shares at 13,000 yen per share aiming for privatization. The lower limit of shares to be purchased is 1,801,900 shares. The Board of Directors resolved in favor on 2026-02-25.
Key Figures
- Tender Offer Price: 13,000 yen (39.78% premium over closing price of 9,300 yen on 2025-11-13)
- Lower Limit of Number of Shares to be Purchased: 1,801,900 shares (to secure more than two-thirds of voting rights)
- Total Tender Offer Consideration: 78,400 million yen (6,030,793 shares scheduled to be purchased × 13,000 yen)
AI要約
Overview of the Tender Offer
FMDI LLC, a 100% owned subsidiary of Itochu Corporation, will conduct a tender offer for common shares of Itochu Foods Corporation at 13,000 yen per share, aiming for privatization. The lower limit of shares to be purchased is 1,801,900 shares and there is no upper limit set. After the tender offer is successful, procedures such as squeeze-out via share purchase demands and share consolidation are planned.
Background and Purpose of the Tender Offer
Itochu Corporation aims to collaborate with Itochu Foods to improve logistics efficiency, promote digital strategies, expand the cold storage business, and strengthen product development functions. Privatization is intended to enable agile and organic mutual utilization of management resources. This is in response to environmental changes and intensified competition in the food wholesale industry and aims to establish a quick decision-making system.
Appropriateness and Fairness of the Tender Offer Price
The tender offer price of 13,000 yen includes a 7.62% premium over the market price as of 2026-02-24 and exceeds the historical high price. Independent third-party valuation reports and fairness opinions have been obtained to ensure fairness. The Board of Directors and special committee have expressed support and recommend shareholders to tender their shares.
Future Outlook and Impact
Following the successful tender offer, delisting is possible, aiming for accelerated management and synergy creation through privatization. Employment continuity and treatment of employees are planned to be maintained, and the risk of deterioration in relationships with existing business partners is considered limited. Shareholders will be offered a reasonable opportunity to sell.
