Tsuruha Shareholders to Decide on Controversial Aeon Merger
Deal News | May 23, 2025 | EIN
Shareholders of Tsuruha Holdings Inc., a major Japanese drugstore chain, are set to vote on a controversial acquisition proposal by Aeon Co., Japan's largest supermarket chain. The deal would see Tsuruha become a consolidated subsidiary of Aeon, which has launched a tender offer at 11,400 yen per share. However, the proposal has faced significant criticism for its low premium, especially from Orbis Investments, Tsuruha's second-largest shareholder, and other major investors, including Norges Bank and prominent proxy advisors. The deal needs a two-thirds majority to pass at the upcoming AGM, and many investors are pressuring Aeon to raise its offer. The situation highlights increasing shareholder activism in Japan and the importance of fair pricing in acquisitions.
Sectors
- Pharmaceutical Retail
- Supermarket Retail
- Investment Management
Geography
- Japan – Both Tsuruha Holdings and Aeon Co. are Japanese companies, operating within Japan.
- United Kingdom – Orbis Investments is a UK-based asset management company involved in this deal.
- Norway – Norges Bank, the Norwegian sovereign fund, is a stakeholder in Tsuruha and opposes the deal.
Industry
- Pharmaceutical Retail – Tsuruha Holdings operates in the drugstore sector, which is part of the pharmaceutical retail industry.
- Supermarket Retail – Aeon Co. is Japan's largest supermarket chain, representing the supermarket retail industry.
- Investment Management – Orbis Investments and Norges Bank are involved, representing the investment management industry.
Financials
- 11,400 yen per share – The proposed tender offer price by Aeon for each share of Tsuruha Holdings.
- 15,500 yen per share – The price Aeon paid per share when acquiring its 13.6% stake from Oasis Management.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Tsuruha Holdings Inc. | Target | Company | A major Japanese drugstore chain operator that is the target in Aeon's acquisition proposal. |
| Aeon Co. | Bidding Company | Company | Japan's largest supermarket chain that is proposing to acquire Tsuruha Holdings. |
| Orbis Investments | Investor/Opposing Shareholder | Company | A UK-based asset management firm and the second-largest shareholder in Tsuruha, opposing Aeon's offer. |
| Norges Bank | Investor/Opposing Shareholder | Company | Norway's sovereign wealth fund, holding a stake in Tsuruha and opposing Aeon's deal. |
| Institutional Shareholder Services Inc. | Proxy Advisor | Company | A proxy advisory firm recommending against the approval of Aeon's offer. |
| Glass Lewis & Co. | Proxy Advisor | Company | A proxy advisory firm advising shareholders to oppose Aeon's proposal. |
| Welcia Holdings Co. | Other Company | Company | Another drugstore already majority-owned by Aeon, proposed to be integrated with Tsuruha. |