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. 

Event-Driven

<ul>
<li>The Tsuruha and Welcia merger before the year’s close, backed by Aeon, is targeting ¥50 billion in cost savings over three years. </li>
<li>As well as the massive economies of scale, consolidated procurement, revamped private brands and a unified points and customer‑ID strategy are central to this.</li>
<li>However, weak food offerings, legacy stores and IT complexity still threaten sustainable profit recovery as is the question of who will be in charge.</li>
</ul>


The Tsuruha and Welcia merger before the year’s close, backed by Aeon, is targeting ¥50 billion in cost savings over three years. 
As well as the massive economies of scale, consolidated procurement, revamped private brands and a unified points and customer‑ID strategy are central to this.
However, weak food offerings, legacy stores and IT complexity still threaten sustainable profit recovery as is the question of who will be in charge.


Tsuruha-Welcia: Will Scale Translate into Profit?

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> announced a partial tender offer from <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> at JPY2,900, a 27.2% premium over the previously stated offer price of JPY2,280.</li>
<li>Aeon will acquire a maximum (upper limit) of 43.2 million shares (9.52% ownership ratio) such that it attains a 50.90% ownership ratio. There is no lower limit. </li>
<li>The offer is above the midpoint of the IFA DCF valuation range and marginally below the JPY3,100 price Aeon paid in 2024 to acquire Oasis’ stake. </li>
</ul>



Tsuruha Holdings (3391 JP) announced a partial tender offer from Aeon Co Ltd (8267 JP) at JPY2,900, a 27.2% premium over the previously stated offer price of JPY2,280.
Aeon will acquire a maximum (upper limit) of 43.2 million shares (9.52% ownership ratio) such that it attains a 50.90% ownership ratio. There is no lower limit. 
The offer is above the midpoint of the IFA DCF valuation range and marginally below the JPY3,100 price Aeon paid in 2024 to acquire Oasis’ stake. 


Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> had been planning to release a Medium Term Management Plan this month BUT stock prices are higher, goodwill effects changed, so they announced a "<a href="https://files.microcms-assets.io/assets/9cc6c4957a514b11b1d7cdc6bd2fec67/a6dd20c2f33441b4b5e595bb5e9f6293/20251201_vision_en.pdf" target="_blank" rel="noopener">Vision</a>" instead. </li>
<li>Today post-close, <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> announced its Partial Tender Offer on TSURUHA (<a href="https://www.aeon.info/wp-content/uploads/news/pdf/2025/12/251202R_1.pdf" target="_blank" rel="noopener">Japanese</a>) at ¥2,900/share. Slightly lower than hoped. Much better than before. </li>
<li>AEON obviously <em>really</em> did not want to bump, but they did, considering synergies and the desire to consummate the deal. The Tender Offer shrinks so minimum pro-ration is lower. </li>
</ul>



Tsuruha Holdings (3391 JP) had been planning to release a Medium Term Management Plan this month BUT stock prices are higher, goodwill effects changed, so they announced a "Vision" instead. 
Today post-close, Aeon Co Ltd (8267 JP) announced its Partial Tender Offer on TSURUHA (Japanese) at ¥2,900/share. Slightly lower than hoped. Much better than before. 
AEON obviously really did not want to bump, but they did, considering synergies and the desire to consummate the deal. The Tender Offer shrinks so minimum pro-ration is lower. 


[Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share

<ul>
<li>Today, post-close of its first day of trading as MergeCo, <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> announced 12 different investors who had voted against the deal <a href="https://contents.xj-storage.jp/xcontents/AS70521/6d292fee/db4e/4ae0/8c87/a9cfe14bbd50/140120251201512689.pdf" target="_blank" rel="noopener">filed for dissenting shareholder share repurchase</a>.</li>
<li>This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.</li>
<li>This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.</li>
</ul>


Today, post-close of its first day of trading as MergeCo, Tsuruha Holdings (3391 JP) announced 12 different investors who had voted against the deal filed for dissenting shareholder share repurchase.
This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.
This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.


[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

<ul>
<li>A month ago I wrote <a href="https://www.smartkarma.com/insights/japan-activism-m-a-closing-in-on-the-tsuruha-partial-tender-likely-needs-to-be-higher" target="_blank" data-smartkarma-citation="insights:206132" rel="noopener">[Japan Activism/M&amp;A] - Closing In On the Tsuruha Partial Tender - Likely Needs To Be Higher</a>. Now we are &lt;2wks to the deal.  </li>
<li>At the time, I said the Partial Tender Offer Price needed to be higher than the mooted ¥2,280. <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> shares are up 10.0% in that month. </li>
<li>The three largest peers are -2.0% on average in that period. The average of 8 peers is +0.5%. I still expect the partial offer price needs to be near ¥3,100</li>
</ul>


A month ago I wrote [Japan Activism/M&amp;A] - Closing In On the Tsuruha Partial Tender - Likely Needs To Be Higher. Now we are &lt;2wks to the deal.  
At the time, I said the Partial Tender Offer Price needed to be higher than the mooted ¥2,280. Tsuruha Holdings (3391 JP) shares are up 10.0% in that month. 
The three largest peers are -2.0% on average in that period. The average of 8 peers is +0.5%. I still expect the partial offer price needs to be near ¥3,100


[Japan Activism/M&A] Thinking About the Partial Tender Trade Coming in Dec25

Japan

TSURUHA HOLDINGS INC. is a holding company which manages subsidiaries that operate drug stores in Hokkaido and the Tohoku area.  The Company's product line includes drugs, cosmetics, and household utensils.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Tsuruha Holdings (3391 JP)

Tsuruha-Welcia: Will Scale Translate into Profit?

Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...

Michael Causton

Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

A good result for minorities, as the offer has been bumped from JPY2,280 to JPY2,900. The offer is modestly below the JPY3,100 price Aeon paid in...

Arun George

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

[Japan Activism/M&A] Thinking About the Partial Tender Trade Coming in Dec25

Tsuruha and Welcia getting smacked late this AM and early PM - down 7% just now. This looks like an unwind of pre-positioned longs for the M _ _ _...

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Tsuruha-Welcia: Will Scale Translate into Profit?

​Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...

Michael Causton

Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

A good result for minorities, as the offer has been bumped from JPY2,280 to JPY2,900. The offer is modestly below the JPY3,100 price Aeon paid in...

Arun George

[Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share

AEON announced the TSURUHA Tender Offer at a revised price of ¥2,900. They really did not want to bump but that was childish. Smaller Tender but 6%...

Travis Lundy

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

[Japan Activism/M&A] Thinking About the Partial Tender Trade Coming in Dec25

Tsuruha and Welcia getting smacked late this AM and early PM - down 7% just now. This looks like an unwind of pre-positioned longs for the M _ _ _...

Travis Lundy

Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...