Calbee announces 10 bn yen share repurchase via ASR

Calbee, Inc. announced its decision to acquire 10 billion yen worth of treasury stock through an off-auction own-share repurchase transaction (ToSTNeT-3), leveraging an Accelerated Share Repurchase (ASR) method. The repurchase will occur on November 25, 2025, at the November 21, 2025 closing price of 2,953 yen per share, targeting 3,386,300 shares, representing 2.7% of outstanding shares (excluding treasury stock). This initiative aligns with Calbee's "Calbee Group Growth Strategy" to enhance shareholder returns and capital efficiency, with an acquisition period from November 6, 2025, to March 31, 2026.

Daiwa Securities Co. Ltd. will facilitate the ASR transaction by placing a sell order for the specified shares after borrowing them from the market. The final acquisition price per share will be adjusted post-transaction to reflect the average share price over a defined period, involving the issuance of a single share acquisition right by Calbee to Daiwa Securities. This mechanism ensures Calbee can achieve its target repurchase amount efficiently and precisely, independent of the volume of sell orders from other shareholders.

Depending on the average share price relative to the ToSTNeT-3 acquisition price, Calbee will either deliver shares to Daiwa Securities or acquire shares from them without charge. This adjustment aims to equalize Calbee’s effective acquisition cost with the average share price. The company confirmed that this issuance of share acquisition rights is considered a fair transaction, avoiding "favorable issuance" status, based on an independent third-party valuation.