Itochu Aims to Take FamilyMart Private as Tender Offer Succeeds

(Bloomberg) -- Japan’s second-largest convenience store operator FamilyMart Co. will become a wholly owned subsidiary of top shareholder Itochu Corp. after the trading house succeeded in its tender offer for the retailer’s shares.

The deal will lift Itochu’s stake in FamilyMart to 65.7% from 50%, allowing the trading company to begin the process of delisting the convenience store operator from the first section of the Tokyo Stock Exchange and take it private, the company said in a statement Tuesday.

The transaction, announced in early July, had faced criticism from activist investors. Itochu had offered 2,300 yen for the FamilyMart shares it did not already own, but some investors said the convenience store operator’s full value wasn’t reflected in the offer price, which represented a premium of 31% at the time. Funds such as RMB Capital and Oasis Management demanded that Itochu either raise its offer or that FamilyMart pay out a special dividend to shareholders.

Read more: FamilyMart Investor RMB Asks Itochu to Boost Tender Offer

FamilyMart directors had said they supported Itochu’s tender offer, and that shareholders should make their own decision. Shares of the convenience store franchiser had traded above 2,300 yen after the Itochu offer was announced, until about two weeks ago.

FamilyMart shares rose 1.7% to 2,295 yen on Tuesday.

Both companies have said they thought combining resources would help FamilyMart move more quickly to meet challenges as it pursues digitalization, a payments business and overseas expansion. The convenience store market in Japan is saturated and dominated by three majors — 7-Eleven, FamilyMart and Lawson — making business fiercely competitive. FamilyMart is the country’s second-largest convenience store franchiser, with more than 15,000 locations.

Read more: Itochu Makes $5.4 Billion Bid for Rest of Japan’s FamilyMart

The coronavirus pandemic has also hit the convenience store industry as fewer people venture out and about in high-density areas where most stores are located. Convenience store sales in Japan fell for the fifth straight month in July, according to the Japan Franchise Association.

Japan’s trading companies have been increasing their stakes in the country’s biggest convenience store operators as a way to diversify business away from the volatile commodities business. In 2016, Mitsubishi Corp. paid 144 billion yen to purchase a controlling stake in Lawson Inc.

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