Fuji Co., Ltd. and Tsuruha Holdings Inc. made an offer to acquire 29.12% stake in Lady Drug Store Co.,Ltd. for ¥2.5 billion.
April 13, 2015 at 12:00 am
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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.
Tsuruha Holdings Inc is a Japan-based company mainly engaged in the operation of product sale business centered on pharmaceuticals and cosmetics. The Company is engaged in the management of drug stores that sell pharmaceuticals, cosmetics, miscellaneous goods, the sale of pharmaceuticals, the sale of pharmaceuticals based on pharmacy and store sales business in Kanto area, Hokkaido area, Kanto Koshinetsu, Tohoku area, Chugoku, Kyushu area, Shizuoka prefecture, Aichi prefecture, Hiroshima prefecture, the management of drug store management subsidiary, product procurement and logistics planning, business negotiations, procurement operation business, the planning, development and sale promotion of private brand products, the mail order business for the products handled by telephone and Internet, the insurance agency business and management guidance management, real estate leasing business, as well as the rental of vending machines and sale of beverages.