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?

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>The <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> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> AGMs to elect directors and approve the share exchange agreement to merge the two. </li>
<li>10% Tsuruha shareholder Orbis objects to the merger ratio AND the later tender whereby Aeon goes to 51%, saying everything is underpriced. ISS/GlassLewis recommend voting against the merger.</li>
<li>I haven't seen the proxy reports but I've done the math. Investors/arbs should look at the possibilities/probabilities and understand what dependencies exist. Shareholders are not helpless, no matter the outcome.</li>
</ul>


The Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) AGMs to elect directors and approve the share exchange agreement to merge the two. 
10% Tsuruha shareholder Orbis objects to the merger ratio AND the later tender whereby Aeon goes to 51%, saying everything is underpriced. ISS/GlassLewis recommend voting against the merger.
I haven't seen the proxy reports but I've done the math. Investors/arbs should look at the possibilities/probabilities and understand what dependencies exist. Shareholders are not helpless, no matter the outcome.


[Japan Activism/M&A] - Thinking About Positioning Around the Tsuruha/Welcia Vote

Equity/Index & Cross Asset Volatility Specialist, Cameron Design

Jay Cameron

Equity/Index & Cross Asset Volatility Specialist

Cameron Design

We specialize in financial products and volatility. Our strategies balance speed, data, and risk control to capture opportunities across global markets. Our research leverages AI and data analytics to continuously refine our algorithms and adapt to evolving market dynamics.

<ul>
<li>The Tsuruha-Welcia merger creates Japan's largest drugstore alliance, poised for long-term growth and market dominance, driven by an expected JPY 50B in synergies over three years.</li>
<li>A two-step corporate action—share exchange (Dec 1, 2025) followed by an Aeon TOB—provides structural certainty and strategic backing, securing the combined entity's market leadership.</li>
<li>These catalysts establish a large market leader in the consumer staples space, suggesting a timely opportunity to gain exposure to the new entity.</li>
</ul>


The Tsuruha-Welcia merger creates Japan's largest drugstore alliance, poised for long-term growth and market dominance, driven by an expected JPY 50B in synergies over three years.
A two-step corporate action—share exchange (Dec 1, 2025) followed by an Aeon TOB—provides structural certainty and strategic backing, securing the combined entity's market leadership.
These catalysts establish a large market leader in the consumer staples space, suggesting a timely opportunity to gain exposure to the new entity.


Tsuruha-Welcia Merger to Form Biggest Drugstore Alliance, +Aeon TOB

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

Thematic (Sector/Industry)

<ul>
<li>FMCG retailers remained dominant and market concentration increased, with top firms expanding through consolidation. </li>
<li>Discounters, drugstores and e-commerce outperformed the market overall, while general merchandise stores and apparel/lifestyle declined.</li>
<li>Profitability varied significantly, but discounters stood out as consumers flocked to their stores to escape inflation where they could.</li>
</ul>


FMCG retailers remained dominant and market concentration increased, with top firms expanding through consolidation. 
Discounters, drugstores and e-commerce outperformed the market overall, while general merchandise stores and apparel/lifestyle declined.
Profitability varied significantly, but discounters stood out as consumers flocked to their stores to escape inflation where they could.


Japanese Big Retailers: Winners and Losers

Japan

WELCIA HOLDINGS CO.,LTD. is a holding company established through a merger of Welcia Kanto and Takada Pharmacy.  The Group mainly operates drug chain stores which sell medicines, health foods, cosmetics, nursery items and daily necessity goods.

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Welcia Holdings (3141 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

[Japan Activism/M&A] - Thinking About Positioning Around the Tsuruha/Welcia Vote

The Tsuruha/Welcia vote is Monday. If it goes through, you want to be long Welcia before the vote. If not, not. I think it will be close, but will...

Travis Lundy

Tsuruha-Welcia Merger to Form Biggest Drugstore Alliance, +Aeon TOB

Last day of trading for Welcia coming up. Welcia/Tsuruha continues trading in a tight range at the share exchange ratio. Volume focused on the...

Jay Cameron

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

Japanese Big Retailers: Winners and Losers

An in-depth review of Japan retailers with sales of ¥250+ in 2025: FMCG retailers dominate with market concentration increasing, discounters...

Michael Causton

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

[Japan Activism/M&A] - Thinking About Positioning Around the Tsuruha/Welcia Vote

The Tsuruha/Welcia vote is Monday. If it goes through, you want to be long Welcia before the vote. If not, not. I think it will be close, but will...

Travis Lundy

Tsuruha-Welcia Merger to Form Biggest Drugstore Alliance, +Aeon TOB

Last day of trading for Welcia coming up. Welcia/Tsuruha continues trading in a tight range at the share exchange ratio. Volume focused on the...

Jay Cameron

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

Japanese Big Retailers: Winners and Losers

An in-depth review of Japan retailers with sales of ¥250+ in 2025: ​FMCG retailers dominate with market concentration increasing, discounters...

Michael Causton

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

An in-depth review of Japan retailers with sales of ¥250+ in 2025: FMCG retailers dominate with market concentration increasing, discounters...