Source disclosure: February 12, 2026
KOHNAN SHOJI CO.,LTD. [3546.T]
TOKYO, Feb 12 (Kyodo) - Kohnan Shoji Co., Ltd. (Tokyo Stock Exchange Prime Market; code 7516), chaired by President Naotaro Hata, announced today that its board of directors has approved and recommended to shareholders a tender offer for all shares of Aranza Holdings Co., Ltd. (code 3546). The company aims to acquire all ordinary shares of Aranza Holdings not held by itself or Baro Holdings Co., Ltd., as well as any associated subscription rights, through a public tender offer.
The tender offer is part of an overall strategy aimed at delisting Aranza Holdings from the Tokyo Stock Exchange's Prime Market. As of January 31, 2025, excluding the self-held shares and those owned by Baro Holdings, which total 15,277,114 shares representing 50.55 percent of outstanding shares, there are 30,182,951 shares available for acquisition. Additionally, the company will seek to purchase 37,296 shares related to unexercised subscription rights, bringing the potential share count to 30,220,247.
Kohnan Shoji also plans to enter into several agreements to facilitate this transaction. These include a capital business alliance agreement with Aranza Holdings, a non-tender agreement with Baro Holdings, and shareholder agreements with both Baro Holdings and Akasaka HD, the third-largest shareholder of Aranza Holdings. Furthermore, Kohnan Shoji's chairman, Shunichi Asakura, who holds 275,639 shares directly and another 1,043,100 shares through Akasaka HD, has agreed to tender his shares under separate contracts.
In addition to these agreements, Kohnan Shoji intends to merge Aranza Holdings' remaining shares into its own holdings if the tender offer does not result in full acquisition. This would ultimately make Kohnan Shoji the sole owner of Aranza Holdings, positioning it as a consolidated subsidiary within Kohnan Shoji’s group structure while simultaneously becoming a member of Baro Holdings’ consolidated subsidiaries. The detailed procedures for this merger will be outlined in subsequent filings.
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