SENKO Group Holdings Co., Ltd.
Notice Regarding Commencement of Tender Offer for Maruun Co., Ltd. (Securities Code: 9067)
SENKO Group Holdings Co., Ltd. will commence a tender offer for all shares of Maruun Co., Ltd. (excluding treasury shares and non-subscription shares) from January 26, 2026, aiming to ultimately acquire 80% of voting rights.
Key Figures
- Planned Number of Shares to be Purchased: 17,613,808 shares (excluding treasury shares, etc.)
- Offer Price: 949 yen (37.14% premium over closing price as of November 12, 2025)
- Total Purchase Consideration: 16,715,503,792 yen
AI要約
Overview of the Tender Offer
SENKO Group Holdings Co., Ltd. will commence a tender offer for all ordinary shares of Maruun Co., Ltd. (excluding treasury shares and non-subscription shares) from January 26, 2026. The planned number of shares to be purchased is 17,613,808 with a minimum of 3,200,400 shares, and the offer price is 949 yen per share (approximately a 37.14% premium over the closing price on the Tokyo Stock Exchange Standard Market). Upon successful completion of the tender offer, a squeeze-out procedure through share consolidation will be implemented, aiming to ultimately acquire 80% of voting rights, making Maruun a consolidated subsidiary and privatizing the company.
Background and Purpose of the Tender Offer
SENKO Group has decided to acquire Maruun to strengthen its logistics business. Maruun operates in freight transportation, energy logistics, and overseas logistics, and to address challenges in the logistics industry, both companies aim to create synergies. The tender offer price was deemed reasonable based on an independent third-party valuation, and both Maruun’s Board of Directors and independent special committee have agreed. After the tender offer, the plan is to promote operational efficiency, strengthen the sales base, expand growth areas, and enhance human resource development.
Post-Tender Offer Policy and Procedures
After the tender offer is successful, a squeeze-out procedure through share consolidation will be carried out, limiting Maruun’s shareholders to the tender offeror and principal shareholder JX Metals. The target voting rights ownership ratio is 80% for the tender offeror and 20% for JX Metals. The management structure will see the tender offeror appoint the majority of directors, including the representative director. Employee employment conditions will be maintained to ensure business continuity and growth. Although delisting may occur, the goal is to maximize shareholder value.
