Kohnan Shoji Co., Ltd.
(Correction) Notice Regarding the Correction of ‘Announcement on the Commencement of Tender Offer for Shares of Alenza Holdings, Inc. (Securities Code: 3546) and Conclusion of Capital and Business Alliance Agreement’
Konan Shoji Co., Ltd. commenced a tender offer for Alenza Holdings, Inc. shares on February 13, 2026, setting the purchase price at up to ¥1,465 (a premium of approximately 29.07%) and concluded a capital and business alliance agreement. The lower limit of the number of shares to be purchased is set at two-thirds of the voting rights.
Key Figures
- Tender Offer Price: ¥1,465 (as of February 10, 2026; approximately 29.07% premium)
- Lower Limit of Scheduled Purchase Number: Set at number of shares equivalent to two-thirds of total shareholders' voting rights of the target
- Purchase Price for New Stock Acquisition Rights: ¥1
AI要約
Overview and Purpose of the Tender Offer
Konan Shoji Co., Ltd. commenced a tender offer for the common shares and new stock acquisition rights of Alenza Holdings, Inc. on February 13, 2026. The offer price was raised stepwise, ultimately reaching ¥1,465 per share (approximately a 29.07% premium). The tender offer aims to create synergy in the home center businesses of both companies, improve gross profit margin by increasing the ratio of private brand products, and enhance corporate value through a capital and business alliance.
Negotiation Process of the Tender Offer and Special Committee’s Decision
Since April 2025, the offeror and the target have conducted multiple discussions and negotiations through Sumitomo Mitsui Banking Corporation. The target’s special committee deliberated the appropriateness of the offer price based on a DCF valuation by a third-party appraiser and ultimately deemed the proposal of ¥1,465 appropriate. The lower limit of the scheduled purchase number was set at two-thirds of the total shareholders' voting rights, taking minority shareholder protection into consideration.
Capital and Business Alliance and Future Outlook
The offeror signed a basic agreement on a capital and business alliance with Valor Holdings, accelerating growth strategies among the three companies including the target. A concrete capital and business alliance agreement is scheduled to be executed after the tender offer is completed. The target resolved to pay no year-end dividend for the fiscal year ending February 2026 and to abolish the shareholder benefit program, contingent upon the completion of the tender offer.
