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📊 | Kansai Super buys for 1 yen per share and agrees with OK


Photo Kansai Supermarket announced on January 1 that it will offer a purchase price of 6 yen per share to shareholders who have requested the purchase of shares. gettyimages / winhorse

Kansai Super buys for 1 yen per share and agrees with OK

 
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OK has agreed with Kansai Super on the purchase price.
 

On January 1, Kansai Supermarket will offer a purchase price of 6 yen per share to shareholders who have requested the purchase of shares ... → Continue reading

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Kansai Supermarket

Kansai Supermarket Co., Ltd.(Kansai supermarket,English: Kansai Super Market Ltd.) IsHyogo-Osaka-NaraToFood supermarket OfKansai SuperA company that develops.A subsidiary of Kansai Food Market.HXNUMXO RetailingIn a group company ofHankyu Hanshin Toho GroupBelong to.

Overview

All Japan Supermarket AssociationMember.In addition, the notation of "Seki" of the logo used in the store is "RYAKUJI 2-0000.gifThere is a "related" in ""AbbreviationIt is represented by the body.Locally, it is abbreviated as "Seki Spa" or "Seki Sue".

Due to the share exchange held in December 2021Hankyu Hanshin Toho Group OfHXNUMXO RetailingBecame a consolidated subsidiary ofIzumiyaCo., Ltd. and Co., Ltd.Hankyu OasisWas made a wholly owned subsidiary.

August 2022, 2,Kansai Food Market Co., Ltd.Changed the trade name to and changed to a holding company.The retail business was inherited by Kansai Supermarket (2nd generation), whose trade name was changed from KS Split Preparation Co., Ltd., and three supermarkets, "Izumiya," "Hankyu Oasis," and "Kansai Super," became affiliated with Kansai Food Market.

History

  • 1959/(34)
    • 7 month - OsakaHigashiyodogawa WardEstablished "Mutual Industry Co., Ltd." with the aim of opening a supermarket with Yuji Kitano and 9 others (capital: 2,500 yen)
    • November-Head office location from Higashiyodogawa Ward, Osaka CityHyogoItami CityMoved to
    • December --Opened Itami store (then central store) as the first supermarket store in Itami City, Hyogo Prefecture.
  • 1964/(39) October --Opened Itami Shopping Center in the area adjacent to the first store above
  • 1971/(46)
    • April-Participated in the Hankyu Itami Station Urban Redevelopment Project in Itami City, Hyogo Prefecture, and opened the Itami Shopping Department Store.
    • December --Merged with Mutual Development Co., Ltd., a real estate lending business
  • 1973/(48) April-Signed a franchise agreement with Kozosushi Headquarters Co., Ltd. and started developing a restaurant business.
  • 1974/(49) August --Changed the trade name to "Kansai Supermarket Co., Ltd."
  • 1987/(62) March-Osaka CityFukushimaLocated inOsaka Municipal Central Wholesale Market HomeOpened "Central Market Office" as an office for fresh food purchasing business in the adjacent land
  • 1988/(63) May --Transferred 5 Kozosushi stores to Kozosushi Kansai District Headquarters
  • 1991/(3) June- Osaka Stock ExchangeListed on the second section of the market
  • 1992/(4)
    • January-Established Smile Co., Ltd. for the purpose of home improvement business. Changed trade name to Big Power Co., Ltd. in May
    • August-Established Kansai Super Logistics Co., Ltd. (later made a consolidated subsidiary) for the purpose of product transportation business.
  • 2005/(17) March --- Liquidation of Big Power Co., Ltd.
  • 2008/(20) June- Tokyo Stock ExchangeListed on the second section of the market
  • 2013/(25)
    • January-Designated as the First Section of the Osaka Securities Exchange
    • March --Business and capital tie-up with Super National Co., Ltd. (Osaka City).To an equity-method affiliate.
    • May 7 --With the integration of the spot stock market of the Tokyo Stock Exchange and the Osaka Securities Exchange, it will be listed on the First Section of the Tokyo Stock Exchange.
  • 2016/(28)
    • August --Completion of rebuilding of the head office building and central store in Itami City, Hyogo Prefecture[3].
    • August 10- HXNUMXO RetailingAnnounced the conclusion of a capital and business alliance agreement with.
    • November 11-For H14O RetailingThird-party allotmentAnd the company acquired a 10% stake.
  • 2017/(29) October --Kansai Super Logistics Co., Ltd. changed its trade name to KSP Co., Ltd.
  • 2021/(Reiwa 3rd year) December 12-Share exchange,Izumiyaas well as the Hankyu OasisBecomes a wholly owned subsidiary and becomes a consolidated subsidiary of HXNUMXO Retailing[4].
  • 2022/(Reiwa 4th year) February 2-Transition to a holding company system.Kansai Supermarket Co., Ltd. (first generation) changed its trade name to Kansai Food Market Co., Ltd.The business is inherited by Kansai Supermarket (1nd generation) whose trade name was changed from KS Split Preparation Co., Ltd.[2][5].

store

For current stores,Information on each storeSee.

Group Enterprise

KSP Co., Ltd.

Head office location〒664-0851 5-3-38 Central, Itami City, Hyogo Prefecture
EstablishmentHeisei 4/8
FoundingHeisei 5/9
Capital4 million yen
ServicesOperation of distribution center, etc.
Our investment ratio100%

Super National Co., Ltd.

Head office location551-0003-3 Chishima, Taisho-ku, Osaka 11-8
EstablishmentShowa 37/8
Capital48 million yen
ServicesExpanding retail business centered on SM in Osaka city
Our investment ratio24.3%

Services

Shareholder benefits

Number of sharesMessage
100 shares-999 shares500 shopping tickets (2 yen ticket) or 2 bag of 1 kg of rice
1000 shares-4999 shares500 shopping tickets (6 yen ticket) or 5 bag of 1 kg of rice
5000 shares-500 shopping tickets (10 yen ticket) or 5 bag of 2 kg of rice

The record date is March 3 of each year, and the shareholders listed or recorded in the final shareholder list and real shareholder list on the same day are eligible.

Kansai Super Osaifu Card

Issued by Kansai SuperEdycard.Depending on the monthly shopping amount at Kansai Super, the next month's shopping will be discounted. * Edy cards other than the Kansai Super Osaifu Card can also be used, but they are not eligible for the above discount service.

Monthly shopping amountNext month discount rate (%)
1 less than one million yen0
1 10,000 yen or more and less than 2 10,000 yen0.5
2 10,000 yen or more and less than 3 10,000 yen1.0
3 10,000 yen or more and less than 4 10,000 yen1.5
4 10,000 yen or more and less than 5 10,000 yen2.0
5 yen or more2.5

Capital and business alliance with HXNUMXO Retailing

At the board of directors meeting held on October 2016, 28 (Heisei 10)HXNUMXO RetailingResolved to issue new shares through capital and business alliance and third-party allotment with.On the same day, it announced the conclusion of a capital and business alliance agreement. On November 11, H14O Retailing acquired 10.02% (voting rights ratio 10.17%) shares through a third-party allotment.[6].

Through a business alliance

  • Joint purchase of products sold at stores
  • Introduction of "S point" used in HXNUMXO Retailing Group
  • Collaborative development of next-generation cash register

And so on.

Battle for management rights

On August 2021, 8, Kansai Supermarket (Kansai Super) became a subsidiary of H31O Retailing and became a subsidiary of HXNUMXO Retailing.Hankyu Oasis-IzumiyaAnnounced that it will merge with[7].

However, on September 9, 2, he has held shares in Kansai Super.Capital AreaOf the discount supermarket based onOkayDecides to make an acquisition offer to the company[8][9]..The following day, September 9, OK side announced the acquisition policy for the TOB / Tender Offer for Kansai Super.[10]..According to the OK side, in June 2021, the TOB was proposed to Kansai Super for 6 yen per share, but there was no practical forum for discussion.[10]..Regarding this, OK said, "I'm worried whether you could compare and consider fairly from the perspective of maximizing the shareholder interests of Kansai Super." The TOB will be implemented when the proposal to make H10O Retailing a subsidiary is rejected at the extraordinary general meeting of shareholders held in October.[10]..The stock price of Kansai Super has risen by about 9% compared to September 2, before the announcement of OK's acquisition policy.[11].

At the extraordinary general meeting of shareholders held on October 10, the proposal for integration with H29O Retailing was approved by a majority.[12]..In response to this, OK announced that it would withdraw the acquisition proposal, and at the same time, Kansai Super, which the company owns in the future, announced that it would withdraw.Stock purchase request rightCommented that it would be considered including exercise[13]..However, on the evening of November 11, OK said that it had doubts about the treatment of voting rights at the extraordinary shareholders' meeting, and suspended the proposal for integration with H9O Retailing, which had already passed.Provisional disposalTheKobe District CourtApply to (Kobe District Court)[14][15]..The Kobe District Court decided on a provisional disposition of the injunction on November 11, and the share exchange scheduled for December 22 was temporarily suspended.[16].

Kansai Super filed an objection with the Kobe District Court, but it was not accepted, and the injunction was decided again on November 11th.Osaka High CourtAppeal to (Osaka High Court). On December 12, the Osaka High Court turned around and acknowledged Kansai Super's allegations and canceled the Kobe District Court's provisional disposition decision.[17]This time, okaySupreme CourtHowever, it was rejected on December 12, and OK abandoned the acquisition. The stock swap will take place on the 14th.[18].

After that, OK had exercised the right to request the purchase of shares and had sold all Kansai Super shares, including some in the market, by December 12nd on the same day.Kanto Finance BureauIt became clear in the change report submitted to.Regarding the amount of exercise of the right to request the purchase of shares, we will discuss the purchase amount with Kansai Super in the future, and if it is not decided by January 2022, 1,Company lawTo file a petition for price determination with the court based on[19][20].

2022年1月6日、関西スーパーマーケットはオーケーなど15人に対して、これらが関西スーパーに買取を要請していた株式(計486万6000株)について、同日の終値(1038円)の1.5倍となる1株あたり1518円(総額約74億円)で引き取るとし、オーケー側も長期にわたる司法の争いを回避する観点から、この価格での買取に同意すると同日に発表した[9][21][22]..As a result, OK will end the battle by selling its shares to Kansai Super for about 35 billion yen.[23].

On February 2, Kansai Food Market (name changed on the 10st of the same month) announced that it had filed a price decision with the Kobe District Court, saying that it had not reached a discussion with 1 of the 15 shareholders who requested the purchase of shares.[24].

Theme song

footnote

[How to use footnotes]
  1. ^ a b Distribution Company Yearbook 1978, Nihon Keizai Shimbun, (1977-10-25), pp. 243 
  2. ^ a b c d e (Progress of Disclosure Matters) Notice Regarding Absorption-type Split, Partial Change in Trade Name and Articles of Incorporation, and Change of Representative Director Due to Transition to Holding Company StructureKansai Supermarket September 2021, 9
  3. ^ Notice of completion of new head office building 2016/07/07
  4. ^ "Notice regarding the entry into force of the share exchange with Kansai Supermarket Co., Ltd. as the wholly-owning parent company in the share exchange and Izumiya Co., Ltd. and Hankyu Oasis Co., Ltd. as the wholly owned subsidiary in the share exchange.". Kansai Supermarket Co., Ltd., HXNUMXO Retailing (September 2021, 12). 2021/12/18Browse.
  5. ^ Notice regarding the completion of the transition to a holding company structure due to the effect of the absorption-type split and the change of trade name of the Company and its subsidiariesKansai Food Market February 2022, 2
  6. ^ Notice regarding capital and business alliance with HXNUMXO Retailing Corporation, issuance of new shares through third-party allotment, and transfer of major shareholders and largest shareholder 2016/10/27
  7. ^ "Management integration (capital and business alliance) between HXNUMXO Retailing Group and HXNUMXO Retailing Group, making Izumiya Co., Ltd. and Hankyu Oasis Co., Ltd. a wholly owned subsidiary through a share exchange, changing the parent company, shifting to a holding company structure through an absorption-type company split, and changing the trade name. Notice regarding other partial changes to the Articles of Incorporation and changes in the representative director". Kansai Supermarket Co., Ltd. (September 2021, 8). 2021/11/9Browse.
  8. ^ "Okay, Kansai Super offers acquisition H2O and battle"Nihon Keizai Shimbun," August 2021, 9.2021/9/3Browse.
  9. ^ a b "Kansai Super agrees to buy at 1 yen per share". Nihon Keizai Shimbun (September 2022, 1). 2022/1/7Browse.
  10. ^ a b c "TOB to Kansai Super, OK proposes "No hostile takeover bid""Yomiuri Shimbun," May 2021, 9.2021/9/3Browse.
  11. ^ "Kansai Super shares are up 4% after the announcement of OK's acquisition proposal"Nihon Keizai Shimbun," August 2021, 9.2021/9/16Browse.
  12. ^ "Kansai Super approves business merger plan with HXNUMXO at extraordinary general meeting of shareholders"Yomiuri Shimbun," May 2021, 10.2021/10/29Browse.
  13. ^ "OK, withdrawal of proposal Willingness to advance to Kansai". Sankei Shimbun (September 2021, 10). 2021/10/31Browse.
  14. ^ "Kansai Super General Assembly in favor of abstention, suspicion of okay". Nihon Keizai Shimbun (September 2021, 11). 2021/11/9Browse.
  15. ^ [1]
  16. ^ "Kansai Super's integration procedure suspension decision Kobe District Court provisional disposition". Nihon Keizai Shimbun(July 2021, 11). https://www.nikkei.com/article/DGXZQOUF108I30Q1A111C2000000/ 2021/12/14Browse. 
  17. ^ “Kansai Super Integration, Overturning District Court Decisions Approved by High Court”. Nihon Keizai Shimbun(July 2021, 12). https://www.nikkei.com/article/DGXZQOUF2805K0Y1A121C2000000/ 2021/12/14Browse. 
  18. ^ "Kansai Super Integration, Supreme Court approves OK is abandoned acquisition". Nihon Keizai Shimbun(July 2021, 12). https://www.nikkei.com/article/DGXZQOUE0920Y0Z01C21A2000000/ 2021/12/14Browse. 
  19. ^ "Okay, to open a single store in Keihanshin on the Osaka axis in XNUMX years". Sankei Shimbun (September 2021, 12). 2021/12/23Browse.
  20. ^ "Okay, all shares held by Kansai Super are sold ... Some are in the market". Yomiuri Shimbun (September 2021, 12). 2021/12/23Browse.
  21. ^ "Agreed to buy Kansai Super shares for XNUMX yen". Sankei Shimbun (September 2022, 1). 2022/1/7Browse.
  22. ^ "Purchased Kansai Super shares for 1518 yen, 1.5 times the closing price of the OK agreement". Asahi Shimbun (September 2022, 1). 2022/1/7Browse.
  23. ^ "Share purchase, agreement with OK for XNUMX yen per share-Kansai Super". Newsletter (September 2022, 1). 2022/1/7Browse.
  24. ^ "Kansai Foods Petition to Determine Stock Purchase Price Not Partially Agreed". Nihon Keizai Shimbun (September 2022, 2). 2022/2/11Browse.

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