ITOCHU Corporation
Notice Regarding the Commencement of Tender Offer for Shares of Itochu Food Co., Ltd. (Securities Code: 2692)
Itochu Corporation and FMDI LLC have commenced a tender offer for shares of Itochu Food Co., Ltd. at 13,000 yen per share. The maximum number of shares to be purchased is 6,030,793, with a purchase price of approximately 784 billion yen. The offer will start on February 26, 2026, and end on April 9, 2026.
Key Figures
- Offer Price: 13,000 yen (per share)
- Number of Shares to be Purchased: 6,030,793 shares (no upper limit)
- Purchase Price: Approximately 78,400 million yen
- Tender Offer Period: 2026-02-26 to 2026-04-09 (30 business days)
- Itochu Corporation’s Shareholding Ratio: 52.46% (6,656,116 shares)
AI要約
Overview and Purpose of the Tender Offer
Itochu Corporation and FMDI LLC have commenced a tender offer to privatize all shares of Itochu Food Co., Ltd., excluding shares held by Itochu Corporation and treasury stock. The offer price is 13,000 yen per share, with a minimum purchase number set at 1,801,900 shares. The tender offer period is 30 business days from February 26, 2026, to April 9, 2026. Through privatization, they aim to dynamically and organically utilize their management resources to accelerate logistics optimization, digital strategy promotion, expansion of low-temperature business, and strengthening of product development functions.
Fairness of Price Determination and Transparency of Procedures
The tender offer price of 13,000 yen was set above the all-time high market price of the target, based on evaluations using market stock price method, comparable company analysis, and DCF method by multiple independent third-party appraisal institutions (Nomura Securities, Tokyo Kyodo Accounting Office, Plutus Consulting). A special committee was established to conduct price negotiations with legal and financial advice, and the final decision was approved with recommendation for acceptance by the target’s board of directors. Various measures have been implemented to avoid conflicts of interest and ensure procedural fairness.
Post-Tender Offer Policy and Organizational Restructuring
Upon successful completion of the tender offer, squeeze-out procedures such as share purchase demands and share consolidation are planned to make the shareholders only the tender offerors. This could lead to delisting of the target’s shares due to meeting delisting criteria of the Tokyo Stock Exchange. The management structure and board composition remain undecided, but employment of employees will continue, and treatment and personnel policies will respect the current situation.
