Tsuruha Holdings faces share repurchase demands post-merger approval

Tsuruha Holdings announced on December 1, 2025, that it has received demands from 12 shareholders, including The Master Trust Bank of Japan, Ltd. (Trust Account), for the purchase of 27,154,630 shares. These demands follow the approval of the share exchange agreement with Welcia Holdings Co., Ltd. at Tsuruha Holdings' 63rd Annual General Meeting of Shareholders on May 28, 2025, which became effective on December 1, 2025. The company stated that the repurchase price and payment date are undecided and will be determined in accordance with applicable laws, with flexible financing, including bank borrowings, being considered.

The share repurchase demands stem from the business integration where Tsuruha Holdings became the wholly owning parent company and Welcia HD a wholly owned subsidiary. The company confirmed that the impact on its consolidated financial results is undetermined, and further disclosures will be made after thorough examination.

In a related development, Tsuruha Holdings canceled its "Notice of Change in Major Shareholders" previously disclosed on May 22, 2025. This cancellation was due to the discovery that shares reported by Orbis Investment Management Limited and its joint holders were held under multiple names, with no individual shareholder exceeding the 10% voting rights ratio threshold, thus not constituting a major shareholder change.