Saikaya Department Store Co.,Ltd.
Notice of Conclusion of Share Exchange Agreement for the Full Subsidiary Conversion of Saikaya Department Store Co.,Ltd. by AFC-HD Ams Life Sciences
AFC-HD Ams Life Sciences has concluded a share exchange agreement to make Saikaya Department Store Co.,Ltd. a wholly owned subsidiary. Delisting is scheduled for 2026-12-11. The exchange ratio is AFC-HD 1 share to Saikaya 0.3 share (10:3). A special committee reviewed the fairness based on an evaluation by an independent third-party valuation firm.
Key Figures
- Exchange ratio: AFC-HD 10 shares to Saikaya 3 shares
- Delisting date: 2026-12-11 (scheduled)
- Number of shares to be allotted to Saikaya shareholders: 1,067,819.7 shares (to be issued by AFC-HD)
AI要約
Overview and Background of the Share Exchange
AFC-HD Ams Life Sciences has concluded a share exchange agreement to make Saikaya Department Store Co.,Ltd. a wholly owned subsidiary. Delisting has been decided, and following approval at the ordinary general meeting of shareholders on 2026-11-16, the effective date is targeted for 2026-12-15. The exchange ratio is 10:3, i.e., AFC-HD 1 share to Saikaya 0.3 share. The decision was made after deliberation by a special committee to ensure fairness, based on an evaluation by an independent third-party valuation firm.
Fairness Assurance and Future Outlook
The special committee is composed of two independent outside directors and obtained a share valuation report from an independent third-party valuation firm. Consideration was given to adjusting consideration to reflect future synergies and transaction effects to protect the interests of general shareholders. After delisting, the AFC-HD group plans to explore effective utilization and redevelopment of Saikaya Department Store Co.,Ltd.'s real estate assets and strengthen the financial base through group asset utilization.
Saikaya Department Store Co.,Ltd.
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