Share Exchange Agreement with Olympic Group Corporation
April 6, 2026
Pan Pacific International Holdings Corporation
Speakers
Hideki Moriya, President & CEO, Representative Director |
Kosuke Suzuki, COO and Representative Director |
Mikihira Katagiri, Managing Executive Officer |
Toru Uchida, New Format Project Lead |
Toshimasa Kuboi, COO Office |
Hideki Kakubari, COO Office |
Naoki Yoshida, Director |
Pan Pacific International Holdings Corporation ("PPIH") and Olympic Group Corporation ("Olympic Group") resolved at their respective Boards of Directors meetings held on April 6, 2026, to conduct a business integration through a share exchange and concluded a share exchange agreement.
The effective date of the share exchange is scheduled for July 1, 2026, pursuant to the share exchange agreement, and Olympic Group is expected to become a wholly owned subsidiary of PPIH on that date.
In the share exchange, 1.18 shares of PPIH common stock will be issued and delivered for each share of Olympic Group.
Notes:
PPIH Group: PPIH and its 70 consolidated subsidiaries, 10 non-consolidated subsidiaries, 1 equity-method affiliate, and 5 non-equity-method affiliates
Olympic Group: Olympic Group and its 27 consolidated subsidiaries, 1 non-consolidated subsidiary, and 2 non-equity-method affiliates
Strategic Positioning"Double Impact 2035" Growth Strategy
Kosuke Suzuki
COO and Representative Director
Strategic PositioningExpand the store network in the Tokyo metropolitan area
Drive growth in Japan's largest and most strategically important population center
Enhance sales and profit through proven post-M&A format conversion know-how Don Quijote and MEGA Don Quijote
Accelerate the expansion of a new store format, Robin Hood
Robin Hood: Small-catchment-area model format
Expand the store network in the Tokyo metropolitan area
Following prior integrations, including UNY, PPIH has achieved a very high market share in Aichi Prefecture; however, significant headroom for expansion remains in the Tokyo metropolitan area, which is demographically critical and where further store network expansion continues to be strategically important.
Enable smooth market share expansion in the Tokyo metropolitan area, as approximately 2/3 of Olympic Group stores are located at prime sites in Tokyo and relatively few stores are expected to face cannibalization with existing PPIH stores after format conversion.
Enhance sales and profit through proven post-M&A format conversion know-how
Have strong confidence in driving business growth, supported by a broad range of post-M&A format conversion know-how accumulated through integrations including Nagasakiya and UNY.
Promote store conversion to existing formats, including Don Quijote and MEGA Don Quijote, to drive market share expansion (Note: In Tokyo, only 3 MEGA Don Quijote stores currently offer a full fresh food assortment)
Accelerate the expansion of a new store format, Robin Hood
Robin Hood: Small-catchment-area model format
While Olympic Group's small-catchment-area stores have an established customer base, this alone is insufficient; rapidly improve underperforming stores by leveraging PPIH's diverse assets.
Against this backdrop, PPIH also expands the Robin Hood format by converting the Olympic Group's supermarkets already used for daily shopping, enabling more efficient customer acquisition than new standalone openings.
Plan to disclose the following details at the full-year earnings release for the fiscal year ending June 2026
Future direction and detailed quantitative targets
Post-integration roadmap
MD and PMI strategies aimed at maximizing synergies
Execute a share exchange utilizing treasury shares acquired in 2021
Shareholder composition (Before the transaction)
Shareholder composition (After the transaction)
Olympic shareholders
100%
Olympic
PPIH
PPIH
shareholders
100%
(100-Y)%
Y%
PPIH
shareholders
Olympic shareholders
PPIH
Olympic
Exchange PPIH treasury shares for Olympic shares
100%
Schedule of the Share ExchangeRecord date for annual general meeting of shareholders (Olympic Group) | February 28, 2026 |
Date of resolution on the Share Exchange Agreement by the Board of Directors (the Companies) | April 6, 2026 |
Date of conclusion of the Share Exchange Agreement (the Companies) | April 6, 2026 |
Date of resolution on approval for the Share Exchange Agreement at annual general meeting of shareholders (Olympic Group) | May 28, 2026 (scheduled) |
Last trading date (Olympic Group) | June 26, 2026 (scheduled) |
Delisting date (Olympic Group) | June 29, 2026 (scheduled) |
Effective date of the Share Exchange | July 1, 2026 (scheduled) |
Name | Olympic Group Corporation |
Location | 4-12-1 Honcho, Kokubunji-shi, Tokyo |
Job title and name of representative | President and Representative Director Toru Oshitanai |
Description of business | Creation of an optimal management strategy for the group as a whole, allocation of management resources, comprehensive contract management for indirect operations, and management and operation, etc. of shopping centers |
Share capital | 9,946 million yen (As of February 28, 2025) |
Date of establishment | February 22, 1973 |
Number of issued shares | 23,354,223 shares (As of February 28, 2025) |
Fiscal year-end | End of February |
Number of employees | 1,503 (Consolidated, as of February 28, 2025) |
Number of Olympic Group stores: 122
Operate group companies consisting of Olympic Group, its 27 consolidated subsidiaries, 1 non-consolidated subsidiary, and 2 non-equity-method affiliates.
(Millions of yen)
FY2/23
FY2/24 FY2/25
Net sales | 85,906 | 84,562 | 91,557 |
Operating income | 315 | 190 | 51 |
Ordinary profit | 156 | 51 | (164) |
Profit attributable to owners of parent | 108 | (477) | (67) |
