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M&A3544SATUDORA HOLDINGS CO.,LTD.

Satudora Holdings Subsidiary Borrows Funds from Parent, Repays Existing Loans

– Satudora Holdings CO.,LTD. (3544.T) announced that its subsidiary, Sapporo Drugstore Corporation (SDS), entered into a principal loan agreement with Terra Corporation, set to become its parent company on August 10, 2026.

SDS will borrow funds under this agreement on August 10, August 17, and August 24, 2026, to repay existing loans from financial institutions. The total amount borrowed will be ¥13.29 billion. The repayment schedule includes interest payments twice annually until the final payment on August 7, 2033. A portion of the proceeds will also be used for operational funding.

In addition, SDS plans to fully repay existing loans totaling ¥13.29 billion beginning August 10, 2026. The transaction is part of efforts to privatize SATUDORA's shares through a tender offer initiated by Terra. Measures have been taken to ensure fairness and avoid conflicts of interest, including independent reviews and exclusion of potentially conflicted directors from decision-making processes. The impact on SATUDORA’s fiscal year ending May 2027 is expected to be minor.

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