Life Corporation, the Osaka-based supermarket chain, said on September 8 it will launch a tender offer for ALBIS, the Hokuriku-region grocery chain, covering all shares except treasury stock and the stake held by Mitsubishi Corporation, ALBIS's largest shareholder. ALBIS's board voted the same day to endorse the bid and recommend shareholders tender, on the express premise that the deal will take the company private and end its run on the Tokyo Stock Exchange Prime market. The offer opens September 9 at ¥3,780 a share, a 51.1% premium to ALBIS's ¥2,501 close the previous trading day.
That premium did not come easily. Life Corporation's opening proposal on August 10 was ¥3,330 a share; ALBIS's board and its independent special committee rejected four successive offers as inadequate before settling on ¥3,780 on September 7, after weighing valuations from SMBC Nikko Securities that ran as high as ¥4,148 under a discounted cash flow method. The offer runs from September 9 to November 10, 2026, and Life Corporation has set no upper limit on shares it will buy, only a floor of 4,171,200 shares, or 49.92% of the relevant share base.
| Feature | Detail |
|---|---|
| Offer price | ¥3,780 per share (51.1% premium to the September 7 close of ¥2,501) |
| Offer period | September 9 to November 10, 2026 (40 business days) |
| Minimum shares sought | 4,171,200 shares (49.92% of the reference share base); no maximum set |
| Final ownership once the transaction completes | Life Corporation 83.38%; Mitsubishi Corporation 16.62% (non-tendering) |
| Planned squeeze-out | Share consolidation expected around late January 2027 if not all shares are acquired via the tender |
| Dividend for the year to March 2027 | Cut from ¥70 to ¥0 a share; interim payment cancelled outright, year-end payment cancelled if the offer succeeds |
That floor is not arbitrary. It is calibrated so that, combined with votes already committed, Life Corporation can clear the two-thirds shareholder majority needed to force out remaining holders through a share consolidation, a squeeze-out procedure the two companies expect to complete around late January 2027. Once that full process, including the squeeze-out, is complete, Life Corporation ends up with 83.38% of ALBIS and Mitsubishi Corporation, ALBIS's largest shareholder at 16.62%, remains a shareholder rather than selling out. Mitsubishi Corporation is also Life Corporation's top shareholder, holding 24.37% of the acquirer, and it has signed a formal agreement not to tender its ALBIS stake and to vote in favor of the squeeze-out at an extraordinary shareholders meeting. Life Corporation says Mitsubishi Corporation's continued involvement, including staff it already seconds to ALBIS, is meant to keep the trading company's food-distribution networks working for both businesses after the deal closes.
For shareholders who do not stay on, the arithmetic changes before the tender even closes. ALBIS also announced on September 8 that it is cutting its dividend forecast for the year to March 2027 from ¥70 a share to zero: the interim payment, due for holders of record on September 30, 2026, will not be paid regardless of how the tender offer turns out, and the year-end payment is cancelled outright if the offer succeeds. ALBIS said Life Corporation's ¥3,780 price was calculated on the assumption that no dividends would be paid in the interim, a reversal of the 30% payout-ratio target ALBIS had set under its current mid-term plan. The company's traditional shareholder perks, tied to the same September 30 record date, are gone too, and the whole benefit program is being scrapped from the coming fiscal year if the deal completes.
What remains open is whether enough of ALBIS's other shareholders tender by November 10 to clear that 49.92% floor. If they do, the extraordinary meeting to approve the squeeze-out is expected in early January 2027, with a share-consolidation ratio still to be fixed.