Retail Partners Co., Ltd. (TSE:8167) executed a memorandum of understanding to acquire Marukyo Corporation (FKSE:9866) from a group of sellers on July 21, 2016. Retail Partners Co., Ltd and Marukyo Corporation plan to execute a definitive agreement in late October 2016. After the transaction, Marukyo Corporation will become a wholly owned subsidiary of Retail Partners Co., Ltd. The respective trade names and head office locations of Retail Partners Co., Ltd and Marukyo Corporation will not change as a result of the transaction. Marukyo Corporation will appoint Toshio Saita, presently the Chairman, Representative Director and Chief Executive Officer of Marukyo Corporation as the Chairman and Representative Director of Retail Partners Co., Ltd, Shunichi Tomimatsu presently the President, Representative Director and Chief Operating Officer of Marukyo as the Director of Retail Partners Co., Ltd and Tomoyuki Fujii presently an outside Director of Marukyo Corporation as the outside Director of Retail Partners Co., Ltd.

The transaction is subject to approval of shareholders of Marukyo Corporation in a meeting to be held on December 15, 2016 and approval of shareholders of Retail Partners Co., Ltd in a meeting to be held on December 21, 2016. The last trading day for Marukyo Corporation is February 23, 2017 and the delisting date is February 24, 2017. The Board of Retail Partners Co., Ltd and Marukyo Corporation passed resolutions for the transaction on July 21, 2016. Shareholders of Marukyo approved the transaction on December 15, 2016. The transaction is expected to be completed on March 1, 2017.

On November 21, 2016, Nishi-Nippon Railroad will sell its 10% stake. A share exchange agreement was signed on October 21, 2016. The share exchange ratio was confirmed as 1:1 for 13.8 million Marukyo shares. The agreement was approved by the Boards of Retail Partners and Marukyo. Nakamura CPA Office acted as third-party valuation institution for Retail Partners and Verdad Consulting K.K. acted as third-party valuation institution for Marukyo. Mori Hamada & Matsumoto acted as legal advisor to Retail Partners. Anderson Mori & Tomotsune acted as legal advisor to Marukyo.