This document is an English translation
of a statement written originally in Japanese. The Japanese original should be considered as the primary version.
April 10, 2026
ITOCHU Corporation
(Code No. 8001, Prime Market)
Representative Director and President and Chief Operation Officer: Keita Ishii Contact: Kazunori Harada
General Manager, Investor Relations Division (TEL. +81-3-3497-7295)
SI Corporation
Representative Member: ITOCHU Corporation Person Acting in its Capacity: Toshiya Takamura Contact: As above
Announcement in Relation to the Results of Tender Offer for Shares in Sun Frontier Fudousan Co., Ltd. (Code No. 8934) and Change of Equity Method AffiliateITOCHU Corporation ("ITOCHU") and SI Corporation (Note) (head office location: Minato-ku, Tokyo, Representative Member: ITOCHU, Person Acting in its Capacity: Toshiya Takamura; the "Tender Offeror"; collectively with ITOCHU, the "Tender Offeror et al."), a godo kaisha wholly owned by ITOCHU, decided on February 25, 2026 that the Tender Offeror would acquire the common shares of Sun Frontier Fudousan Co., Ltd. (Prime Market of Tokyo Stock Exchange, Inc. (the "TSE"), Code No. 8934; the "Target Company") (such common shares, the "Target Company Shares") by way of a tender offer (the "Tender Offer") as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"), and the Tender Offer which was commenced by the Tender Offeror on February 26, 2026, and the Tender Offeror et al. hereby announce that on April 9, 2026, the Tender Offer was completed as follows.
The Tender Offeror, et al. also announce that as a result of the Tender Offer, the Target Company will become ITOCHU's equity method affiliate as of April 16, 2026 (the commencement date of settlement of the Tender Offer).
(Note) The Tender Offeror was originally incorporated as a kabushiki kaisha and remained so during the tender offer period of the Tender Offer (the "Tender Offer Period"). However, it was converted from a kabushiki kaisha into a godo kaisha effective as of today. In connection with such conversion, the Tender Offeror's corporate name was changed accordingly. The application for registration of such organizational change (including the corporate name change) is currently pending as of today.
Results of Tender Offer
Outline of Tender Offer, etc.
Name and Location of Tender Offeror SI Corporation (Note)
2-5-1, Kita-Aoyama, Minato-ku, Tokyo
(Note) The Tender Offeror was originally incorporated as a kabushiki kaisha and remained so during the Tender Offer Period. However, it was converted from a kabushiki kaisha into a godo kaisha effective as of today. In
connection with such conversion, the Tender Offeror's corporate name was changed accordingly. The application for registration of such organizational change (including corporate name change) is currently pending as of today.
Name of Target Company
Sun Frontier Fudousan Co., Ltd.
Class of Shares to be Purchased Common shares
Number of Shares to Be Purchased
Number of Shares to Be Purchased
Minimum Number of Shares to Be
Purchased
Maximum Number of Shares to Be
Purchased
6,656,900 shares
-
6,656,900 shares
(Note 1)If the total number of Tendered Shares (as defined below, the same shall apply hereinafter) does not reach the maximum number of shares to be purchased (6,656,900 shares), the Tender Offeror will purchase all of the Tendered Shares. If the total number of Tendered Shares exceeds the maximum number of shares to be purchased (6,656,900 shares), the Tender Offeror will not purchase all or part of the excess, and will acquire shares and conduct other settlement procedures for the purchase by the pro rata method as specified in Article 27-13, paragraph 5 of the Act and Article 32 of the Cabinet Office Order Regarding Disclosure Required for Tender Offers for Share Certificates, etc. by Persons Other Than Issuers (Cabinet Office Ordinance No. 38 of 1990, as amended; the "Cabinet Office Order").
(Note 2)The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.
(Note 3)Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise their right to request that the Target Company repurchase its shares of less than one unit in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase such own shares during the Tender Offer Period pursuant to the procedures under laws and regulations.
(Note 4)Although the share acquisition rights issued by the Target Company (excluding the share acquisition rights attached to the 1st series of unsecured convertible bonds with share acquisition rights issued by the Target Company (the "Bonds With Share Acquisition Rights")) (the "Share Acquisition Rights") and the Bonds With Share Acquisition Rights may be exercised by the end of the Tender Offer Period, the Target Company Shares issued or transferred due to such exercise will also be subject to the Tender Offer.
Tender Offer Period
Tender Offer Period
From February 26, 2026 (Thursday) to April 9, 2026 (Thursday) (30 business days)
Possibility of Extension upon Request of Target Company N/A
Tender Offer Price
2,800 yen per share of common stock
Results of Tender Offer, etc.
Outcome of Tender Offer
In the Tender Offer, since the total number of shares tendered in the Tender Offer (the "Tendered Shares") (7,768,279 shares) exceeded the maximum number of shares to be purchased (6,656,900 shares), as stated in the public notice of commencement of the tender offer (including the matters amended by the amendment to the tender offer registration statement filed on March 4, 2026; the same shall apply hereinafter) and the tender offer registration statement (including the matters amended by the amendment to the tender offer registration statement filed on March 4, 2026; the same shall apply hereinafter), pursuant to Article 27-13, paragraph 4, item 2 of the Act, the Tender Offeror will not purchase all or part of the excess, and will acquire shares and conduct other settlement procedures for the purchase by the pro rata method as specified in Article 27-13, paragraph 5 of the Act and Article 32 of the Cabinet Office Order.
Date of Public Notice of Results of the Tender Offer and the Newspaper Publishing Public Notice
Pursuant to the provision of Article 27-13, paragraph 1 of the Act, the results of the Tender Offer were publicly announced to the press at the TSE on April 10, 2026, using the method stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order.
Number of Purchased Shares
Class of Shares
(i) Number of Tendered Shares Represented in the Number of Shares
(ii) Number of Purchased Shares Represented
in the Number of Shares
Share Certificates
7,768,279 shares
6,656,969 shares
Stock Acquisition Rights
- shares
- shares
Bonds with Stock Acquisition
Rights
- shares
- shares
Trust Beneficiary Certificates of Shares
()
- shares
- shares
Depository Receipts for Shares
()
- shares
- shares
Total
7,768,279 shares
6,656,969 shares
(Total Number of Dilutive
Shares)
- shares
(- shares)
Ownership Ratio of Shares after Purchase
Number of voting rights pertaining to shares owned by the Tender Offeror
before the purchase
- voting rights
(Ownership ratio of shares before the purchase: ―%)
Number of voting rights pertaining to
shares owned by specially related parties before the purchase
55,000 voting rights
(Ownership ratio of shares before the purchase:
9.07%)
Number of voting rights pertaining to
shares owned by the Tender Offeror after the purchase
66,569 voting rights
(Ownership ratio of shares after the purchase: 10.98%)
Number of voting rights pertaining to
shares owned by specially related parties after the purchase
55,000 voting rights
(Ownership ratio of shares after the purchase: 9.07%)
Number of voting rights of all shareholders, etc. of the Target
Company
486,319 voting rights
(Note 1)On April 1, 2026, during the Tender Offer Period, ITOCHU, a specially related party of the Tender Offeror, subscribed for all 5,500,000 Target Company Shares newly issued in a capital increase by third-party allotment conducted by the Target Company with ITOCHU as the allottee (the "Third-Party Allotment"). Accordingly, "Number of voting rights pertaining to shares owned by specially related parties before the purchase" reflects the number of voting rights pertaining to the Target Company Shares owned by ITOCHU following such subscription (5,500,000 shares).
(Note 2)"Number of voting rights of all shareholders, etc. of the Target Company" is the number of voting rights of all Target Company's shareholders as of September 30, 2025, as stated in the semi-annual securities report for the 27th term filed by the Target Company on November 11, 2025 (the number of shares constituting one unit is stated as 100 shares). However, as shares of less than one unit and the Target Company Shares which may be issued or transferred due to exercise of the Share Acquisition Rights and the share acquisition rights attached to the Bonds With Share Acquisition Rights are also subject to the Tender Offer, and on April 1, 2026, during the Tender Offer Period, ITOCHU subscribed for all 5,500,000 Target Company Shares newly issued in the Third-Party Allotment, for the purpose of calculating the "Ownership ratio of shares before the purchase" and the "Ownership ratio of shares after the purchase," the number of voting rights pertaining to shares of less than one unit (299 voting rights, which is the number of voting rights pertaining to 29,903 shares obtained by deducting 97 shares, which are treasury shares of less than one unit owned by the Target Company as of September 30, 2025, from 30,000 shares, which are shares of less than one unit as of the same date as stated in the aforementioned semi-annual securities report), the maximum number of voting rights (64,802 voting rights) pertaining to the Target Company Shares that may be issued or transferred due to exercise of the Share Acquisition Rights as of March 31, 2025 as stated in the annual securities report for the 26th term filed by the Target Company on June 23, 2025 (4,531 share acquisition rights) and the share acquisition rights attached to the Bonds With Share Acquisition Rights (49 share acquisition rights), based on the conditions as of the same date and the Target Company Shares held by ITOCHU after subscribing for the Third-Party Allotment (5,500,000 shares) were added, and "Number of voting rights of all shareholders, etc. of the Target Company" was calculated as 606,420 voting rights.
(Note 3)With regard to the "Ownership ratio of shares before the purchase" and the "Ownership ratio of shares after the purchase," any fraction is rounded to two decimal places.
Calculation in Case of Tender Offer Conducted by the Pro Rata Method
Since the total number of the Tendered Shares (7,768,279 shares) exceeded the maximum number of shares to be purchased (6,656,900 shares), as stated in the public notice of commencement of the tender offer and the tender offer registration statement, pursuant to Article 27-13, paragraph 4, item 2 of the Act, the Tender Offeror will not purchase all or part of the excess, and will acquire shares and conduct other settlement procedures for the purchase by the pro rata method as specified in Article 27-13, paragraph 5 of the Act and Article 32 of the Cabinet Office Order (if each number of Tendered Shares includes shares of less than one unit (100 shares), the number of shares to be purchased, which is calculated by the pro rata method, will be capped at the number of Tendered Shares).
As the total number of shares purchased from the Tendering Shareholders (as defined below; the same shall apply hereinafter), which was calculated by rounding the number of shares of less than one unit resulting from the calculation using the pro rata method, exceeded the maximum number of shares to be purchased, one unit of purchased shares (if the number of purchased shares calculated using the pro rata method includes shares of less than one unit, such number of shares of less than one unit) was reduced for each Tendering Shareholder from the Tendering Shareholder with the
largest number of shares rounded up, to the extent that such total number did not fall below the maximum number of shares to be purchased. However, because reducing the number of purchased shares using this method from all of multiple Tendering Shareholders with an equal number of shares rounded up resulted in the total number of purchased shares falling below the maximum number of shares to be purchased, the shareholders whose number of purchased shares was to be reduced was determined by lottery from among those Tendering Shareholders to the extent that such total number did not fall below the maximum number of shares to be purchased.
Method of Settlement
Name and Location of Head Office of Financial Instruments Business Operator, Bank, etc. Settling Purchase Nomura Securities Co., Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo
Commencement Date of Settlement April 16, 2026 (Thursday)
Method of Settlement
Without delay after the end of the Tender Offer Period, notice of the purchase through the tender offer will be sent by post to the addresses of the shareholders who have accepted the application for purchase, etc. of the share certificates, etc. or applied for the sale of the share certificates, etc. with respect to the Tender Offer (the "Tendering Shareholders") (or the standing proxy in the case of the shareholders who reside outside Japan and do not hold active accounts with the Tender Offer Agent (including corporate shareholders, etc.)).
Purchase will be made in cash. The Tendering Shareholders will receive the sales proceeds in the Tender Offer by remittance or any other method designated by the Tendering Shareholders on or after the commencement date of settlement without delay (remittance fees may be incurred).
Policies After Tender Offer and Future Outlook
Regarding the policies after the Tender Offer and future outlook, there is no change to be made to the information set forth in "Announcement of Commencement of Tender Offer for Shares in Sun Frontier Fudousan Co., Ltd. (Code No. 8934) and Subscription of Shares Issued in Capital Increase by Third-Party Allotment as well as Conclusion of Capital and Business Alliance Agreement Between ITOCHU Corporation and Sun Frontier Fudousan Co., Ltd." published by ITOCHU and the Tender Offeror on February 25, 2026.
Location at Which the Tender Offer Report is Available to the Public
SI Corporation 2-5-1, Kita-Aoyama, Minato-ku, Tokyo Tokyo Stock Exchange, Inc. 2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo
Change of Equity Method Affiliate
Reason of Change
As a result of the Tender Offer and the Third-Party Allotment, the Target Company will become ITOCHU's equity method affiliate as of April 16, 2026 (the commencement date of settlement of the Tender Offer).
Overview of Changing Equity-Method Affiliate (Target Company)
(a) Name | Sun Frontier Fudousan Co., Ltd. |
(b) Location | 1-2-2 Yurakucho, Chiyoda-ku, Tokyo |
(c) Title and Name of Representative | Seiichi Saito, President & CEO |
(d) Description of Business Activities | Real estate revitalization business, real estate services business, hotel and tourism business |
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Disclaimer
Itochu Corporation published this content on April 10, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 10, 2026 at 06:47 UTC.

















