Fuji Co., Ltd. (TSE:8278) and Tsuruha Holdings Inc. (TSE:3391) made an offer to acquire 29.12% stake in Lady Drug Store Co.,Ltd. (JASDAQ:3027) from a group of sellers for ¥2.5 billion on April 13, 2015. The sellers include Shinya Mitsuhashi selling 2.13 million shares, Tetsuya Mitsuhashi selling 0.58 million shares, Hiromi Mitsuhashi selling 0.23 million shares, Fujiko Mitsuhashi selling 0.1 million shares, Yuji Mitsuhashi selling 0.04 million shares, Ayako Mitsuhashi selling 0.04 million shares and Ikuko Mitsuhashi selling 0.04 million shares. Fuji Co., Ltd. and Tsuruha Holdings will acquire 3.15 million shares of Lady Drug Store Co. at ¥800 per share. In a related transaction, Fuji Co., Ltd. and Tsuruha Holdings made an offer to acquire 36.57% stake in Lady Drug Store Co.,Ltd for ¥3.9 billion. Upon completion, Fuji Co. will own 49% stake and Tsuruha Holdings will own 51% stake in Lady Drug Store.

The offer is subject to a minimum tender of 3.15 million shares. The tender offer will start on April 14, 2015 and will close on May 18, 2015. An independent committee composed of Naoki Yamaguchi, Shinsuke Hasegawa and Akito Takahashi was established. The settlement will start on May 25, 2015. Nomura Securities Co., Ltd acted as the financial advisor to Fuji and Tsuruha Holdings. TMI Associates acted as the legal advisor to Fuji Co., Ltd and Nakamura Asamatsu Law acted as the legal advisor to Tsuruha Holdings. Yamada FAS Co., Ltd. acted as the financial advisor and Anderson Mori & Tomotsune acted as the legal advisor to Lady Drug Store Co.,Ltd.

Fuji Co., Ltd. (TSE:8278) and Tsuruha Holdings Inc. (TSE:3391) completed the acquisition of 29.12% stake in Lady Drug Store Co.,Ltd. (JASDAQ:3027) from a group of sellers on May 18, 2015. Under the offer, 3.15 million shares were tendered. Fuji and Tsuruha Holdings acquired 1.58 million shares each under the offer.