ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter “ITOCHU”) hereby announces that it has resolved to commence a tender offer (the “Tender Offer”) for the common shares of ITOCHU-SHOKUHIN Co., Ltd. (headquartered in Chuo-ku, Osaka-shi, Osaka; Hitoshi Okamoto, Representative Director and President & CEO, Chief Corporate Officer; “ITOCHU-SHOKUHIN”), with ITOCHU’s wholly owned subsidiary G.K. FMDI (headquartered in Minato-ku, Tokyo; Kazutaka Hiramatsu, person acting in the company’s capacity; “FMDI”), acting as the offeror. ITOCHU currently owns 52.46% of the issued common shares of ITOCHU-SHOKUHIN. Through the Tender Offer and subsequent procedures, ITOCHU intends to take ITOCHU-SHOKUHIN private and make it a wholly owned subsidiary.

● Target company: ITOCHU-SHOKUHIN Co., Ltd.
(listed on the Prime Market of the Tokyo Stock Exchange, Inc.; securities code: 2692)
● Shares to be purchased:
Common shares of ITOCHU-SHOKUHIN (all shares other than those held by ITOCHU and treasury shares)
● Tender offer price:
JPY 13,000 per share of common stock
● Tender offer period:
From Thursday, February 26, 2026 to Thursday, April 9, 2026
● Minimum number of shares to be purchased:
1,801,900 shares (the number required to secure two-thirds or more of the voting rights)
● Maximum number of shares to be purchased:
Not set

If the Tender Offer results in applications being submitted for a number of shares that is equal to or greater than the minimum number of shares to be purchased, all of the tendered shares will be purchased. ITOCHU has been informed that, at the meeting of ITOCHU-SHOKUHIN’s Board of Directors held today, ITOCHU-SHOKUHIN’s directors expressed their support for the Tender Offer and passed a resolution recommending that ITOCHU-SHOKUHIN’s shareholders tender their shares of the company via the Tender Offer.

ITOCHU has built an integrated value chain centered on its Food Company, from the procurement of raw materials through to retail, and has been working to ensure that food is safe, secure and stably supplied. At the same time, the environment surrounding the food wholesaling industry has been changing significantly, with:
● Ongoing inflation impacting food prices due to the rising cost of raw materials, labor and logistics and increasing consumer frugality
● Increasingly severe logistics constraints due to a driver shortage and stricter regulations on the industry
● The increasing importance of digital technologies and the utilization of data (including retail media, demand forecasting, inventory optimization, etc.)
Against this backdrop, ITOCHU-SHOKUHIN has established a solid position in the food wholesaling industry, supported by its strong customer base and solution proposal capabilities, mainly in the area of alcoholic beverages and processed foods. ITOCHU has determined that, to respond swiftly and flexibly to future changes in the business environment, it is important that it establish a framework under which these strengths can be fully leveraged in an integrated manner together with the business platform, network and digital capabilities of the ITOCHU Group.
By taking ITOCHU-SHOKUHIN private and operating it in an integrated manner within the Group, ITOCHU aims to achieve the following:
● Increase the efficiency of logistics and joint deliveries throughout the value chain extending from manufacturers through wholesalers to retailers
● Strengthen ITOCHU’s business platform in growth areas such as chilled and frozen products
● Enhance ITOCHU’s in-store marketing functions using digital signage, retail media and other methods
● Utilize data and networks to develop products and strengthen private brand products
● Develop specialist personnel and integrate governance through two-way human interactions

Through these initiatives, ITOCHU will strive to further improve the stability and efficiency of food distribution and accelerate ITOCHU’s overall efficiency and creation of added value in the field of food distribution by creating new business opportunities, particularly in the chilled and digital fields, thereby achieving medium- to long-term growth and enhancing corporate value. Additionally, through the Tender Offer and subsequent procedures, ITOCHU is providing shareholders of ITOCHU-SHOKUHIN with a fair exit opportunity. Other stakeholders, including business partners, employees and consumers, will benefit from the Tender Offer and subsequent procedures because they will lead to the provision of increased value through the stable supply of foods and the improvement of services.

If the Tender Offer is successfully completed, ITOCHU and FMDI intend to implement procedures such the consolidation of shares or a demand that shareholders cash out their shares in compliance with Japan’s Companies Act to make ITOCHU-SHOKUHIN a wholly owned subsidiary (the “Squeeze-Out Procedures”). In the course of these procedures, ITOCHU-SHOKUHIN will meet the delisting criteria of Tokyo Stock Exchange, Inc., and it is expected that the prescribed procedures will be implemented, resulting in the delisting of ITOCHU-SHOKUHIN.
In the Squeeze-out Procedures, the amount of cash to be provided to the general shareholders of ITOCHU-SHOKUHIN will be equivalent to the amount obtained by multiplying the Tender Offer price (JPY 13,000 per share) by the number of shares of ITOCHU-SHOKUHIN held by the shareholders. In this way, ITOCHU endeavors to ensure that economically fair conditions are provided to both shareholders who tender their shares in the Tender Offer and those who do not.
For detailed terms and conditions of the Tender Offer and related risk information, please refer to the timely disclosure documents disclosed by ITOCHU.
The timely disclosure documents are available on the Investor Relations page of ITOCHU’s website.
Please access the following URL to review them:
https://www.itochu.co.jp/en/files/ITC20260225E.pdf