Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Equity Bottom-Up

<ul>
<li>The battle for online food sales continues to heat up, with Rakuten and Amazon squaring up to challenge for supremacy. </li>
<li>Although Amazon has signed two of the largest names, Life and Valor, Rakuten is quickly catching up, last month adding Comodi-Iida to existing members, Seiyu, Beisia and Inageya.</li>
<li>Other supermarket chains are already preparing to sign-up with Rakuten. </li>
</ul>


The battle for online food sales continues to heat up, with Rakuten and Amazon squaring up to challenge for supremacy. 
Although Amazon has signed two of the largest names, Life and Valor, Rakuten is quickly catching up, last month adding Comodi-Iida to existing members, Seiyu, Beisia and Inageya.
Other supermarket chains are already preparing to sign-up with Rakuten. 


Rakuten’s Netsuper Expands with New Partners

<ul>
<li>Life opened a new, upscale supermarket last month in central Tokyo that is designed to process online orders as easily as serving in-store customers.</li>
<li>The new store, replacing Mitsukoshi in Ebisu Garden Place, includes a backroom that acts as a dark store for online orders.</li>
<li>This frees up space in the store for higher margin items like deli foods and is a sign of the supermarket's intentions going forward.</li>
</ul>


Life opened a new, upscale supermarket last month in central Tokyo that is designed to process online orders as easily as serving in-store customers.
The new store, replacing Mitsukoshi in Ebisu Garden Place, includes a backroom that acts as a dark store for online orders.
This frees up space in the store for higher margin items like deli foods and is a sign of the supermarket's intentions going forward.


Life Opens Supermarket 4.0: A Hybrid Online-Offline Store

Ryohin Keikaku’s <a href="https://www.smartkarma.com/insights/muji-a-3-trillion-brand-by-2030" target="_blank" rel="noopener">announcement last month that it is aiming to be a ¥3 trillion company by 2030</a> is being quickly backed up with new stores and refits of existing ones. Food will be a core part of the reinvented Muji business, with sales of ¥900 billion if the company meets its goals. The plan is to work with existing supermarkets to create formats that sell FMCG in a new and exciting way. The latest opened in Saitama last month and 70% of new stores will be supermarkets going forward.

Ryohin Keikaku’s announcement last month that it is aiming to be a ¥3 trillion company by 2030 is being quickly backed up with new stores and refits of existing ones. Food will be a core part of the reinvented Muji business, with sales of ¥900 billion if the company meets its goals. The plan is to work with existing supermarkets to create formats that sell FMCG in a new and exciting way. The latest opened in Saitama last month and 70% of new stores will be supermarkets going forward.

70% of New Muji Stores to Be Supermarkets

Event-Driven

<a href="https://www.smartkarma.com/entities/h2o-retailing-corp" target="_blank" data-smartkarma-citation="entities:17562:1" rel="noopener">H2 O Retailing (8242 JP)</a>, the biggest retail group in Kansai, announced in late August that it would expand its share in <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> to take a majority stake. As is usual, the announcement was made with full understanding and acceptance by Kansai Supermarket’s board and CEO, but things have not gone according to plan. We now face another situation where existing shareholders object to a cosy, pre-agreed takeover. In this case, the company objecting is OK Super, the perennially successful Tokyo-based discount supermarket.OK Super would, in our opinion, offer the best growth longer term given its operational excellence, low price positioning and massive pent-up Japanese consumer demand for lower prices. Last year, OK Super broke ¥508 billion in sales for the first time, making it a top four chain, and achieved operating profits of ¥37.8 billion. In contrast, Kansai Super sales were ¥130.9 billion, with operating profits of ¥2.7 billion.Whereas Kansai Super largely represents past supermarket success, OK is the present and future and the prospect of OK entering the Kansai market would represent a serious threat to existing chains, not least H2O’s own.

H2 O Retailing (8242 JP), the biggest retail group in Kansai, announced in late August that it would expand its share in Kansai Super Market (9919 JP) to take a majority stake. As is usual, the announcement was made with full understanding and acceptance by Kansai Supermarket’s board and CEO, but things have not gone according to plan. We now face another situation where existing shareholders object to a cosy, pre-agreed takeover. In this case, the company objecting is OK Super, the perennially successful Tokyo-based discount supermarket.OK Super would, in our opinion, offer the best growth longer term given its operational excellence, low price positioning and massive pent-up Japanese consumer demand for lower prices. Last year, OK Super broke ¥508 billion in sales for the first time, making it a top four chain, and achieved operating profits of ¥37.8 billion. In contrast, Kansai Super sales were ¥130.9 billion, with operating profits of ¥2.7 billion.Whereas Kansai Super largely represents past supermarket success, OK is the present and future and the prospect of OK entering the Kansai market would represent a serious threat to existing chains, not least H2O’s own.

H2O Retailing and OK Super: Which Is the Better Owner of Kansai Supermarket?

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

On 31 August, <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> and its top shareholder (10.02% of shares out) <a href="https://www.smartkarma.com/entities/h2o-retailing-corp" target="_blank" data-smartkarma-citation="entities:17562:1" rel="noopener">H2 O Retailing (8242 JP)</a> (the parent of Hanshin Department Store and related companies) <a href="https://data.swcms.net/file/h2o-retailing/ja/news/auto_20210830491858/pdfFile.pdf" target="_blank" rel="noopener">announced</a> a business merger whereby the H₂O would inject two supermarket businesses it owns - Izumiya and Hankyu Oasis - into a holding company with Kansai Super, receiving shares in a newly enlarged Kansai Super in exchange. H₂O would go from owning 10.66% to owning 58% of Kansai Super, and the 89.34% would own 42% of NEWCO. The merger was short-dated/accelerated, with the EGM to vote on this deal set for a Record Date on 15 September, the EGMs of all the related companies where an EGM was necessary (Kansai Super, Hankyu Oasis, and Izumiya (the latter two foregone conclusions because they are 100%-owned by H₂O) on 29 October, and the merger effective December 1st.The shares popped a bit, then fell back. At first glance, this seemed somewhat opportunistic for H₂O, and it meant that the 89.34% "minority" in Kansai Super would become a real minority without getting paid a premium or provided a chance to exit. Based on the net assets of the companies, it seemed like H₂O was getting a good deal. Based on the OP levels in the past year, it did not seem like H₂O was getting special treatment. A couple of days later, on 3 September, privately-held discount ("every day low price") supermarket chain OK Corp (primarily based in the Kanto area, but which had been aimed at expanding into the Kansai area), which was the second-largest single shareholder of Kansai Super (based originally in Osaka/Kansai) at 7.23%, stepped up and offered a <a href="https://ok-corporation.jp/media/001/202109/20210903_%E3%83%97%E3%83%AC%E3%82%B9%E3%83%AA%E3%83%AA%E3%83%BC%E3%82%B9.pdf" target="_blank" rel="noopener">press release</a> which said that it would vote against the merger and if the merger were not approved, it would be willing to launch a Tender Offer to buy the shares of Kansai Super at ¥2,250/share (the highest price since listing and nearly vs ¥1,374/share the day before, and more than double the market price of Kansai Super in June when the proposal was made). On 3 Sep OK complained about their treatment, and noted that from the perspective of shareholder interest, their bid should be considered, but OK also had no intention of launching a hostile bid.The shares popped, moving limit up. Then limit up another day, and then the shares traded at JPY 2,200/share in considerable volume before drifting lower.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/527/original/Screenshot+2021-09-13+at+8.10.54+PM.png?1631535065" class="editor-image img-responsive" data-smartkarma-image-id="229527"></figure></section>Today the shares fell back 7+% to just below JPY 2,000/share. There is some very long history between the founder of OK and Yuji Kitano the founder of Kansai Super, and they once worked together, with OK seconding employees to Kansai Super to learn the business of fresh grocery sales. Mr Kitano passed away in 2013, and OK Supermarket started buying shares in 2016, getting to just under 5%, then it peaked its head above and by the end of the fiscal year in February, owned 7.23%. Of course, that year in October (2016), Kansai Super entered into a business and capital alliance with H₂O Retailing, and H₂O bought about 10% of the shares out. Fast forward five years and it turns out that OK approached Kansai Super in April 2021, and proposed a capital and business alliance on 9 June, in writing. Kansai Super put this to an Independent Committee which then took its time, setting its first meeting with OK some 11 weeks later on 26 August. The Kansai Super <a href="http://www.kansaisuper.co.jp/upimages/irinfo/irnews_629.pdf" target="_blank" rel="noopener">release</a> (Japanese only) on 31 August suggests there was a "third party tender offer approach" but then doesn't discuss it much while saying that intense discussions and due diligence was afforded to H₂O Retailing in the same timeframe.Five days after the first interview with OK, Kansai Super and H₂O announced their deal. This is a complicated deal and it begs the question of whether shareholder interests matter and how shareholders decide. More discussion below.

On 31 August, Kansai Super Market (9919 JP) and its top shareholder (10.02% of shares out) H2 O Retailing (8242 JP) (the parent of Hanshin Department Store and related companies) announced a business merger whereby the H₂O would inject two supermarket businesses it owns - Izumiya and Hankyu Oasis - into a holding company with Kansai Super, receiving shares in a newly enlarged Kansai Super in exchange. H₂O would go from owning 10.66% to owning 58% of Kansai Super, and the 89.34% would own 42% of NEWCO. The merger was short-dated/accelerated, with the EGM to vote on this deal set for a Record Date on 15 September, the EGMs of all the related companies where an EGM was necessary (Kansai Super, Hankyu Oasis, and Izumiya (the latter two foregone conclusions because they are 100%-owned by H₂O) on 29 October, and the merger effective December 1st.The shares popped a bit, then fell back. At first glance, this seemed somewhat opportunistic for H₂O, and it meant that the 89.34% "minority" in Kansai Super would become a real minority without getting paid a premium or provided a chance to exit. Based on the net assets of the companies, it seemed like H₂O was getting a good deal. Based on the OP levels in the past year, it did not seem like H₂O was getting special treatment. A couple of days later, on 3 September, privately-held discount ("every day low price") supermarket chain OK Corp (primarily based in the Kanto area, but which had been aimed at expanding into the Kansai area), which was the second-largest single shareholder of Kansai Super (based originally in Osaka/Kansai) at 7.23%, stepped up and offered a press release which said that it would vote against the merger and if the merger were not approved, it would be willing to launch a Tender Offer to buy the shares of Kansai Super at ¥2,250/share (the highest price since listing and nearly vs ¥1,374/share the day before, and more than double the market price of Kansai Super in June when the proposal was made). On 3 Sep OK complained about their treatment, and noted that from the perspective of shareholder interest, their bid should be considered, but OK also had no intention of launching a hostile bid.The shares popped, moving limit up. Then limit up another day, and then the shares traded at JPY 2,200/share in considerable volume before drifting lower.Today the shares fell back 7+% to just below JPY 2,000/share. There is some very long history between the founder of OK and Yuji Kitano the founder of Kansai Super, and they once worked together, with OK seconding employees to Kansai Super to learn the business of fresh grocery sales. Mr Kitano passed away in 2013, and OK Supermarket started buying shares in 2016, getting to just under 5%, then it peaked its head above and by the end of the fiscal year in February, owned 7.23%. Of course, that year in October (2016), Kansai Super entered into a business and capital alliance with H₂O Retailing, and H₂O bought about 10% of the shares out. Fast forward five years and it turns out that OK approached Kansai Super in April 2021, and proposed a capital and business alliance on 9 June, in writing. Kansai Super put this to an Independent Committee which then took its time, setting its first meeting with OK some 11 weeks later on 26 August. The Kansai Super release (Japanese only) on 31 August suggests there was a "third party tender offer approach" but then doesn't discuss it much while saying that intense discussions and due diligence was afforded to H₂O Retailing in the same timeframe.Five days after the first interview with OK, Kansai Super and H₂O announced their deal. This is a complicated deal and it begs the question of whether shareholder interests matter and how shareholders decide. More discussion below. 

Japan

LIFE CORPORATION operates a supermarket chain mainly in Kansai and Kanto areas. The Company sells mainly groceries, and also clothing, and household utensils.

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Life Corp (8194 JP)

Rakuten’s Netsuper Expands with New Partners

Rakuten continues to maintain leadership in Japanese e-commerce against rivals Amazon and Z Holdings and could emerge as the top player in the...

Michael Causton

Life Opens Supermarket 4.0: A Hybrid Online-Offline Store

Integration of online with offline stores in Japan's supermarket sector has been slow in coming. Life Corp has just introduced a new format that...

Michael Causton

70% of New Muji Stores to Be Supermarkets

Ryohin Keikaku has been on a roll in Japan but there are signs of saturation and increased competition in the core household and clothing markets....

Michael Causton

H2O Retailing and OK Super: Which Is the Better Owner of Kansai Supermarket?

Kansai Super is the prize in a bidding war between H2O Retailing and OK Super. While the former would use Kansai to consolidate market share, a...

Michael Causton

The Kansai Super (9919) Conundrum

Kansai Super has Two Suitors - H2O Retailing and Kansai Super have ironed out a deal, and OK Corp objects. This creates a conundrum. But solving it...

Travis Lundy

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