AFC-HD AMS Life Science and Saikaya signed a share exchange agreement on October 16 under which each Saikaya share becomes 0.3 AFC-HD share, a 10:3 ratio. AFC-HD already consolidates Saikaya and held 44.35% of it at the end of August 2026. It plans to issue 1,067,819.7 new shares rather than hand over treasury stock. Its own Saikaya shares receive no allotment and will be cancelled when the exchange takes effect.
The vote and the timetable
Saikaya shareholders decide first. The department store plans to seek approval at its ordinary general meeting on November 16, with an August 31 record date. AFC-HD does not expect to hold a shareholder vote, because the deal qualifies as a simplified share exchange under Article 796(2) of the Companies Act.
The planned schedule runs to a last trading day on December 10, delisting on December 11 and effectiveness on December 15. Both companies say the dates may change. Holders who receive less than a trading unit of AFC-HD stock can use AFC-HD's buyback request system, and fractions of a share are handled under the Companies Act.
The Tokyo Stock Exchange had already decided on September 16 to delist Saikaya. Saikaya's notice says that decision set delisting for March 1, 2027, so the exchange would end the listing earlier.
What minority holders are told
Saikaya's special committee, made up of two independent outside directors, gave the board an opinion dated October 16 that the ratio is fair and not unreasonably unfavourable to minority shareholders. Saikaya's directors who also serve at AFC-HD were excluded from the board's deliberation and resolution.
The notice also discloses weak points. The third-party valuer works for both companies, which Saikaya acknowledges as a material interest, although its fee is fixed and not tied to the deal closing. Neither company obtained a fairness opinion on the ratio. The valuer's discounted cash flow method gave Saikaya zero yen a share, against 275 to 299 yen on its market-price method. The companies say they did not adopt the valuer's results mechanically, citing future demolition and renovation costs at Saikaya's Yokosuka and Fujisawa stores.