ITOCHU Corporation (TSE:8001) made a tender offer to acquire remaining 49.9% stake in FamilyMart Co., Ltd. (TSE:8028) for approximately ¥580 billion on July 8, 2020. ITOCHU will acquire remaining shares at an offer per share of ¥2300. FamilyMart would become a wholly owned subsidiary of Itochu after completion of the offer. Directors of FamilyMart support the tender offer and that shareholders should make their own decision. Minimum number of shares to be acquired are 50.1 million. FamilyMart has established a special committee consisting of three outside directors: Tadashi Izawa, Mika Takaoka, and Chikiko Sekine. As of July 8, 2020, Board of Directors of FamilyMart approved the transaction. As on August 7, 2020, the financial advisors do not consider the offer per share price of ¥2300 as fair. As reported on August 13, 2020, ITOCHU will not change the purchase price. Tender offer period is July 9 to August 24, 2020. The tender offer commenced from July 9, 2020. RMB Capital who invests in both Itochu Corporation and FamilyMart Co Ltd through multiple strategies it manages, opposes the current tender offer to FamilyMart by Itochu and is of opinion that offer price should be raised to ¥2600 .They do not agree with ITOCHU decision of August 13, 2020, and ask ITOCHU to give fair tender offer.

Nomura Securities Co., Ltd. acted as financial adviser and Nishimura & Asahi acted as legal adviser for ITOCHU Corporation. PwC Advisory LLC acted as financial adviser and Nakamura, Tsunoda & Matsumoto acted as legal adviser for Special Committee of FamilyMart Directors. Merrill Lynch Japan Securities Co., Ltd. acted as financial adviser FamilyMart. Nomura Securities Co., Ltd. acted as tender offer agent in the transaction. Oasis Management Company Ltd. acted as manager to funds that are minority shareholders of FamilyMart Co., Ltd.

ITOCHU Corporation (TSE:8001) completed the acquisition of additional 15.6% stake in FamilyMart Co., Ltd. (TSE:8028) for approximately ¥180 billion on August 24, 2020. As a result of the transaction, ITOCHU Corporation now owns 65.71% in FamilyMart Co., Ltd. FamilyMart has obtained shareholders approval for going private. Ken Lebrun of Davis Polk & Wardwell, LLP acted as legal advisor to Merrill Lynch Japan Securities Co., Ltd.