Itochu Corporation TSE:8001

ITOCHU : Announcement of Result of Tender Offer for Shares in ITOCHU-SHOKUHIN Co., Ltd. (Code No. 2692)

Published

Source: MarketScreener

This document is an English translation of a statement written originally in Japanese. The Japanese original should be considered as the primary version.

April 10, 2026

ITOCHU Corporation

(Code No. 8001, Prime Market)

Representative Director and President and Chief Operation Officer: Keita Ishii Contact: Kazunori Harada

General Manager, Investor Relations Division (TEL. +81-3-3497-7295)

G. K. FMDI

Representative Member: ITOCHU Corporation Person Acting in its Capacity: Kazutaka Hiramatsu

Announcement of Result of Tender Offer for Shares in ITOCHU-SHOKUHIN Co., Ltd. (Code No. 2692)

ITOCHU Corporation ("ITOCHU") and G. K. FMDI (location of the head office: Minato-ku, Tokyo; person acting in its capacity: Kazutaka Hiramatsu; the "Tender Offeror"), in which ITOCHU holds a 100% stake, individually decided on February 25, 2026 that the Tender Offeror would acquire the common shares of ITOCHU-SHOKUHIN Co., Ltd. (which is listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"), Code No. 2692; the "Target Company") (the "Target Company Shares") through a tender offer (the "Tender Offer") in accordance with the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") and commenced the Tender Offer as of February 26, 2026. As described below, ITOCHU and the Tender Offeror hereby announce that the Tender Offer was completed on April 9, 2026.

  1. Outline of Purchase, Etc.

    1. Name and address of the Tender Offeror

      G. K. FMDI

      5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo

    2. Name of the Target Company ITOCHU-SHOKUHIN Co., Ltd.

    3. Class of shares, etc. for purchase, etc.

      Common shares

    4. Number of shares, etc. to be purchased

      Number of Shares to Be

      Purchased

      Minimum Number of Shares to

      Be Purchased

      Maximum Number of Shares to

      Be Purchased

      6,030,793 shares

      1,801,900 shares

      - shares

      (Note 1) If the total number of shares, etc. that are tendered in the Tender Offer (the "Tendered Shares, Etc.") does not reach the minimum number of shares to be purchased (i.e., 1,801,900 shares), the Tender Offeror will not purchase any of the Tendered Shares, Etc. If the total number of the Tendered Shares,

      Etc. is equal to or more than the minimum number of shares to be purchased (i.e., 1,801,900 shares), the Tender Offeror will purchase all of the Tendered Shares, Etc.

      (Note 2) Since the maximum number of shares to be purchased has not been set for the Tender Offer, the "Number of Shares to Be Purchased" indicates the number of Target Company Shares, which is the maximum number of shares, etc. to be acquired by the Tender Offeror through the Tender Offer (i.e., 6,030,793 shares). The said maximum number of shares is obtained by deducting the number of treasury shares held by the Target Company as of December 31, 2025 (i.e., 33,091 shares), as well as the number of Target Company Shares held by ITOCHU that are not planned to be tendered in the Tender Offer as of February 25, 2026 (i.e., 6,656,116 shares), from the total number of issued shares of the Target Company as of December 31, 2025 (i.e., 12,720,000 shares) as stated in the "Consolidated Financial Results for the Nine Months Ended December 31, 2025 [Japanese GAAP] (Consolidated)" announced by the Target Company on January 30, 2026 (the "Target Company's Financial Results").

      (Note 3) Shares constituting less than one unit are also subject to the Tender Offer. If the right to demand the purchase of shares less than one unit is exercised by any shareholder in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares during the tender offer period for the Tender Offer (the "Tender Offer Period") in accordance with procedures provided in laws and regulations.

      (Note 4) The Tender Offeror does not intend to acquire any treasury shares held by the Target Company through the Tender Offer.

    5. Tender Offer Period

      1. Tender Offer Period

        From February 26, 2026 (Thursday) to April 9, 2026 (Thursday) (30 business days)

      2. Possibility of extension upon request of the Target Company Not applicable.

    6. Price for purchase, etc.

    JPY 13,000 per share of the Target Company's common shares

  2. Result of Purchase, Etc.

    1. Outcome of the Tender Offer

      The Tender Offer was subject to the condition that, if the total number of the Tendered Shares, Etc. was less than the minimum number of shares to be purchased (i.e., 1,801,900 shares), the Tender Offeror would not purchase any of the Tendered Shares, Etc. Since the total number of the Tendered Shares, Etc. (i.e., 4,768,910 shares) was equal to or more than the minimum number of shares to be purchased (i.e., 1,801,900 shares), the Tender Offeror will purchase all of the Tendered Shares, Etc. as stated in the public notice of the commencement of the Tender Offer and in the Tender Offer Registration Statement (including the matters amended by the Amendments to the Tender Offer Registration Statement filed thereafter).

    2. Date of public notice of result of the Tender Offer and name of newspaper for public notice

      Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, on April 10, 2026, the Tender Offeror announced the result of the Tender Offer to the press at the Tokyo Stock Exchange by means of the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office

      Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the "TOB Order").

    3. Number of purchased shares, etc.

      Class of Shares, Etc.

      (i) Number of Tenders

      Converted into Shares

      (ii) Number of Purchases

      Converted into Shares

      Shares

      4,768,910 shares

      4,768,910 shares

      Stock Acquisition Rights

      Certificates

      - shares

      - shares

      Bonds Certificates with

      Stock Acquisition Rights

      - shares

      - shares

      Trust Beneficiary

      Certificates for Shares, Etc. ( )

      - shares

      - shares

      Depositary Receipts for

      Shares, Etc. ( )

      - shares

      - shares

      Total

      4,768,910 shares

      4,768,910 shares

      (Total Number of Potential

      Shares, Etc.)

      -

      (- shares)

    4. Ownership ratio of shares, etc. after purchase, etc.

      Number of Voting Rights Pertaining to Shares, Etc. Held by Tender Offeror Before Purchase, Etc.

      - voting rights

      (Ownership Ratio of Shares, Etc.

      Before Purchase, Etc. - %)

      Number of Voting Rights Pertaining to Shares, Etc. Held by Special Related Parties Before Purchase, Etc.

      66,561 voting rights

      (Ownership Ratio of Shares, Etc.

      Before Purchase, Etc. 52.46%)

      Number of Voting Rights Pertaining to Shares, Etc. Held by Tender Offeror After Purchase, Etc.

      47,689 voting rights

      (Ownership Ratio of Shares, Etc. After Purchase, Etc. 37.59%)

      Number of Voting Rights Pertaining to Shares, Etc. Held by Special Related Parties After Purchase, Etc.

      66,561 voting rights

      (Ownership Ratio of Shares, Etc. After Purchase, Etc. 52.46%)

      Number of Voting Rights of All Shareholders, Etc. of Target Company

      126,793 voting rights

      (Note 1) The "Number of Voting Rights Pertaining to Shares, Etc. Held by Special Related Parties Before Purchase, Etc." and the "Number of Voting Rights Pertaining to Shares, Etc. Held by Special Related Parties After Purchase, Etc." refer to the total number of voting rights pertaining to shares, etc. held by each of the special related parties (however, persons who are excluded from being considered special related parties, pursuant to Article 3, Paragraph 2, Item 1 of the TOB Order, in the calculation of the ownership ratio of shares, etc., pursuant to each of the Items of Article 27-2, Paragraph 1 of the Act, are excluded from such special related parties).

      (Note 2) The "Number of Voting Rights of All Shareholders, Etc. of Target Company" refers to the

      number of voting rights of all shareholders as of September 30, 2025 as stated in the Target Company's Semi-Annual Report for 108th Fiscal Year, which was filed by the Target Company on November 10, 2025 (stated on the basis that one unit of shares is 100 shares). However, as shares constituting less than a unit were also subject to the Tender Offer, in calculating the "Ownership Ratio of Shares, Etc. Before Purchase, Etc." and the "Ownership Ratio of Shares, Etc. After Purchase, Etc.," the number of voting rights (i.e., 126,869 voting rights) pertaining to the number of shares (i.e., 12,686,909 shares), which is obtained by deducting the number of treasury shares held by the Target Company as of December 31, 2025 (i.e., 33,091 shares) from the total number of issued shares of the Target Company as of the same date (i.e., 12,720,000 shares) as stated in the Target Company's Financial Results, is used as the denominator.

      (Note 3) The "Ownership Ratio of Shares, Etc. Before Purchase, Etc." and the "Ownership Ratio of Shares, Etc. After Purchase, Etc." are rounded to two decimal places.

    5. Calculation in case where purchase, etc. will be conducted by proportional distribution method Not applicable.

    6. Method of settlement

      1. Name and location of head office of financial instruments business operator or bank, etc. that will settle purchase, etc.

        Nomura Securities Co., Ltd. 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo

      2. Commencement date of settlement April 16, 2026 (Thursday)

      3. Method of settlement

    Without delay after the end of the Tender Offer Period, a notice of a purchase, etc. by means of the Tender Offer will be mailed to the address of each person who accepted an offer to purchase shares, etc. or who made an offer to sell shares, etc. pertaining to the Tender Offer (the "Tendering Shareholders") (in the case of foreign residents who do not have a transaction account with the tender offer agent (including corporate shareholders), the address of their standing proxy).

    The purchase, etc. will be made in cash. The Tendering Shareholders may receive the proceeds from the sale of their shares by means of the Tender Offer without delay after the commencement date of settlement in the manner specified by the Tendering Shareholders, such as by remittance (remittance fees may apply).

  3. Policies After the Tender Offer and Future Outlook

    With respect to the policies after the Tender Offer and future outlook, there is no change from those described in the press release titled "Announcement of Commencement of Tender Offer for Shares in ITOCHU-SHOKUHIN Co., Ltd. (Code No. 2692)" released by ITOCHU and the Tender Offeror (collectively, the "Tender Offeror Parties") on February 25, 2026.

    As announced in the same release, following the results of the Tender Offer, the Tender Offeror Parties plan to implement a series of procedures to make the Tender Offeror Parties the sole shareholders of the Target Company (the "Squeeze-Out Procedures"). As of today, the Target Company Shares are listed on the Prime Market of the Tokyo Stock Exchange. However, if the Squeeze-Out Procedures are implemented, the Target Company Shares will be delisted through the prescribed procedures in accordance with the delisting criteria of the Tokyo Stock Exchange. The Target Company Shares cannot be traded on the Prime Market of the Tokyo

    Stock Exchange after they are delisted. The future procedures will be promptly announced by the Target Company as soon as they are determined.

  4. Location of Copy of Tender Offer Report for Public Inspection

G. K. FMDI 5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo Tokyo Stock Exchange, Inc. 2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo

End