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Published on 02/06/2026
at 03:05 am EST
Publicnow
To whom it may concern
February 6, 2026
Company Name MITSUI-SOKO HOLDINGS Co., Ltd.
Name of Representative Hirobumi Koga, Representative Director
and President, President Executive Officer
(Code No. 9302; TSE Prime Market)
Contact Takeshi Nishimura, Director, Managing Executive Officer
Phone +81-3-6775-3082
Notice Regarding Capital and Business Alliance, Issuance of New Shares through Third-Party Allotment, and Disposal of Treasury Share
MITSUI-SOKO HOLDINGS Co., Ltd. (the “Company”) hereby announces that its Board of Directors, at a board meeting held on February 6, 2026, resolved to enter into an agreement with Mitsui Fudosan Co., Ltd. (the “Mitsui Fudosan”) regarding the capital and business alliance (the “Capital and Business Alliance”), the issuance of new shares through a third-party allotment to Mitsui Fudosan (the “Third-Party Allotment Capital Increase”; the shares to be issued through the Third-Party Allotment Capital Increase are referred to as the “New Shares”), and the disposal of treasury share (the “Treasury Share Disposal”; the Third-Party Allotment and the Treasury Share Disposal are individually or collectively referred to as the “Third-Party Allotment”).
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Overview of the Capital and Business Alliance
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Reasons for the Capital and Business Alliance
Our corporate group consists of the Company, 74 subsidiaries, and 6 affiliated companies (the “Group” or “We”). The Group operates logistics businesses that organically and efficiently provide various logistics services to customers, and real estate businesses centered on building leasing, under the purpose statement: ” Empower society, encourage progress ”
In its” Medium-term Management Plan 2022″ (covering the fiscal year finished March 31, 2023 to the fiscal year finishing March 31,2027), the Group has positioned these 5 years as a new phase where Group will launch more aggressive measurements toward the Group’s sustainable growth by deepening our existing initiatives such as Integrated Solution Services, constructing “Overwhelming Field Capabilities,” and promoting ESG management. As pillars of its growth strategy, the Group has been promoting “Top-Line Growth by Mobilizing the Group’s Collective Strength”, “Reinforcement of Operational Competitiveness,” and “Building Management Foundations to Support the Deepening”.
As part of initiatives aligned with our growth strategy, our group is working to strengthen the revenue base and enhance the asset value of our business assets under the pillar of “Building Management Foundation to Support the Deepening”. We have been promoting the development of new logistics facilities and the effective utilization of existing ones, including value enhancement measures such as converting the MSH Nihonbashi Hakozaki Building into a multi-tenant facility. However, regarding to our future medium-to long-term initiatives, we believe it is necessary to consider further value enhancement measures, including collaboration with external partners.
Meanwhile Mitsui Fudosan has set forth under the Long-Term Vision & INNOVATION 2030 announced on April 11, 2024, “to contribute to the creation of added value for society as an indusattempt developer” as its aspiration for the Mitsui Fudosan Group and is promoting business and financial strategies to achieve this goal.
Under the above-mentioned circumstances, the Company and Mitsui Fudosan have held a series of discussions through individual projects over time, exploring the optimal form of collaboration that leverages the strengths of both companies. They have concluded that a capital and business alliance framework is the ideal approach for enhancing corporate value. Through the Capital and Business Alliance, the two companies will effectively utilize their management resources and expertise, further deepen their collaboration, and implement initiatives on a sustained and agile basis.
Based on the above, the Company and Mitsui Fudosan commenced detailed discussions on investment
terms and conditions in early December 2025, leading to the conclusion of the Capital and Business Alliance Agreement.
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Details of the Capital and Business Alliance
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Details of the Capital Alliance
The Company will allocate 5,250,000 shares (52,500 voting rights) of its common share to Mitsui Fudosan through the Third-Party Allotment. As a result, Mitsui Fudosan’s shareholding ratio, calculated against the total number of issued shares (excluding treasury share) will be 6.91% post the Third-Party Allotment. However, today the Company announced the implementation of “Notice Regarding Repurchase of Own Shares Through the Off-Auction Own Share Repurchase Trading (ToSTNeT-3) System, and Issuance of 1st Series Share Options and 2nd Series Share Options Through a Third-Party Allotment (Repurchase of Own Shares Through a Facility Share Repurchase (Accelerated Share Repurchase (“ASR”)))” (the ” Share Repurchase”). Depfinishing on the status of the Share Repurchase, the above shareholding ratio of Mitsui Fudosan may differ. For details regarding the Third-Party Allotment, please refer to “II. Overview of the Third-Party Allotment” below.
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Details of the Business Alliance
The main contents of the business alliance are as follows.
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Consideration and implementation of joint projects involving land and buildings owned by the Group:
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Entrustment of development management services for new properties to be developed by the Group to Mitsui Fudosan: and,
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Consideration and implementation of collaboration in new businesses and adjacent business areas that the Group will focus on going forward
In addition to these, the Company will advance the consideration and discussion of measures that contribute to further enhancing our corporate value.
Through the Capital and Business Alliance, we believe that we will be able to utilize Mitsui Fudosan’s planning, development, and operational capabilities, thereby realizing further enhancement of the asset value of the real estate owned by the Group.
Specifically, we will advance the new development of high-functionality logistics facilities that contribute to growth in areas where our group focapplys and explore the effective utilization of aging logistics facilities. The Capital and Business Alliance will enable the mutual utilization of the Group’s specialized logistics expertise-including requirements specification for high-functionality logistics facilities and efficient layout design-and Mitsui Fudosan’s extensive development and planning knowledge. This synergy will further deepen the Group’s asset strategy, enhancing asset efficiency and value.
Furthermore, we have designated healthcare, semiconductors, and e-commerce as key focus areas for our Group’s business expansion strategy, anticipating further market growth in these sectors. Under its Long-Term Vision & INNOVATION 2030, the Mitsui Fudosan Group provides places and communities as an indusattempt developer in growth fields such as life sciences, space, and semiconductors. We believe the Capital and Business Alliance will enable us to develop new businesses and provide higher-value-added services. By combining the Group’s customer base and logistics planning/operational expertise with Mitsui Fudosan’s platforms, such as the places and communities, we believe we can create synergies that enhance the corporate value of both companies by satisfying customer requireds more flexibly and broadly.
Regarding assets currently utilized by the Group as rental properties, we have collaborated with various companies, including affiliates of Mitsui Fudosan Group, for asset management and tenant leasing. Through the Capital and Business Alliance, we believe deepening our collaborative framework with Mitsui Fudosan Group will enable the development of joint business from a more medium- to long-term perspective. This includes enhancing the value of existing assets, redevelopment tailored to their locations, and utilization beyond logistics purposes.
Furthermore, the Company will leverage Mitsui Fudosan’s extensive expertise to build an organizational structure capable of optimizing asset utilization within the rapidly altering real estate market.
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Overview of the Counterparty to the Capital and Business Alliance
For an overview of Mitsui Fudosan, the counterparty to the Capital and Business Alliance, please refer to “II. Overview of the Third-Party Allotment 6. Reasons for selection of the Scheduled Allottee (1) Overview of the Scheduled Allottee” below.
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Schedule
(1) Date of Board of Directors Resolution regarding the Capital and Business Alliance and the Third-Party Allotment
February 6, 2026
(2) Date of execution of the Capital and Business Alliance and the Third-Party Allotment
February 6, 2026
(3) Date of payment for the Third-Party Allotment and Commencement Date of the Capital and Business Alliance
February 24, 2026 (planned)
Outview
Please refer to “II. Overview of the Third-Party Allotment 8. Outview” below.
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Overview of the Third-Party Allotment
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Overview of the Third-Party Allotment
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Overview of the Third-Party Allotment Capital Increase
(1) Payment Date
February 24, 2026
(2) Number of New Shares to be Issued
3,000,000 shares of common share of the Company
(3) Issue Price
3,571 yen per share
(4) Amount of Funds to be Raised
10,713,000,000 yen
(5) Method of Offering or Allotment (Planned Allottee)
All new shares will be allocated to Mitsui Fudosan through a Third-Party Allotment.
(6) Other
The above items are subject to the effectuation of the securities registration statement in accordance with the Financial
Instruments and Exalter Act.
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Overview of the Treasury Share Disposal
(1) Payment Date
February 24, 2026
(2) Number of Shares to be Disposed
2,250,000 shares of common share of the Company
(3) Disposal Price
3,571 yen per share
(4) Amount of Funds to be Raised
8,034,750,000 yen
(5) Method of Disposal (Planned Allotee)
All treasury share will be allocated to Mitsui Fudosan through a Third-Party Allotment.
(6) Other
The above items are subject to the effectuation of the securities registration statement in accordance with the Financial Instruments and Exalter Act.
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Purpose and Reason for the Third-Party Allotment
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Purpose of the Third-Party Allotment
As set forth in “1. Reasons for the Capital and Business Alliance” and “2. Details of the Capital and Business Alliance” of “I. Overview of the Capital and Business Alliance” above, the Third-Party Allotment will be implemented in conjunction with the business alliance between the Company and Mitsui Fudosan. The funds raised through the Third-Party Allotment will be utilized as described in “3. Amount of Funds to be Raised, Use of Funds, and Scheduled Expfinishiture Period” below “(2) Specific Use of Funds to be Raised” below, thereby further enhancing the effects of the Capital and Business Alliance.
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Reasons for Selecting the Third-Party Allotment as the Fundraising Method
While borrowing from financial institutions and issuing corporate bonds are typical methods of raising funds, these result in the entire amount raised becoming debt. Considering the required to strengthen our financial position and ensure operational efficiency, we determined that raising equity capital through the issuance of shares and the disposal of treasury share, rather than debt financing that would lower our equity ratio, was the appropriate approach. In considering equity financing methods, we determined that a public offering or a commitment-based rights offering is not a reasonable method for raising funds at this time. This is becaapply these methods generally require a long preparation period before shares can be issued and involve higher costs relative to the amount raised compared to a third-party allotment. Furthermore,
regarding shareholder allotment and non-commitment-based rights offerings, we have determined that these methods are not reasonable as funding methods at this time, given the uncertainty surrounding the feasibility of raising the necessary amount.
On the other hand, as described in “5. Rationale for the Reasonableness of the Issuance Conditions, etc.
(2) Basis for Determining the Reasonableness of the Number of Shares to be Issued and the Scale of Share Dilution” below, the shares to be allocated through the Third-Party Allotment would represent 7.00% of the Company’s total issued shares of 74,991,106 shares as of September 30, 2025, resulting in a certain degree of dilution of shares. However, the Company has determined that advancing its business through the Third-Party Allotment under a strong Capital and Business Alliance with Mitsui Fudosan will contribute to enhancing the Company’s corporate value and share value, and has therefore decided to proceed with the Third-Party Allotment.
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Amount and apply of funds to be raised, and scheduled timing of expfinishiture
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Amount of Funds to be Raised
Total amount to be paid in (JPY)
Estimated amount of issuance expenses (JPY)
Estimated net proceeds (JPY)
18,747,750,000
382,000,000
18,365,750,000
(Note) 1. The breakdown of the estimated amount of issuance expenses primarily consists of legal fees, advisory fees and other administrative expenses (including costs for preparing documents such as the securities registration statement and registration fees for amfinishments, etc.).
2. The estimated issuance expenses do not include consumption tax and such other expenses.
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Specific Uses of Funds to be Raised
The specific applys and scheduled timing of expfinishitures for the above estimated net proceeds of 18,365,750,000 yen are as follows. For the projects listed as applys of funds, the construction sites have already been acquired and the specific businesses have been creating concrete progress already. Therefore, we have determined that raising funds at this time is necessary, as we may required to flexibly contribute additional funds at appropriate future timing. Until the actual disbursement, we plan to manage the raised funds appropriately in the Company’s bank account.
Specific applys of funds
Amount (Million yen)
Scheduled timing of expfinishiture period
1 Establishment of a dedicated healthcare logistics hub in the Kanto region
11,366
July 2026 to April 2031
2 Establishment of a Healthcare-Dedicated Logistics Hub in the Kansai Region
7,000
March 2026 to February 2028
3 Total
18,366
The Third-Party Allotment is intfinished for the Capital and Business Alliance with Mitsui Fudosan. Details regarding each apply of funds in the table above are as follows.
<Development of Healthcare-Dedicated Logistics Hubs in both Eastern and Western Japan>
In our “Medium-term Management Plan 2022,” one of the pillars of our growth strategy is “Top-Line Growth by Mobilizing the Group’s Collective Strength”, and we have designated healthcare as one of our key focus areas. Considering trfinishs in the pharmaceutical indusattempt, which constitutes our customer base, the expansion of our logistics operations will require the proper placement of “high-functionality proprietary facilities” that meet the Good Distribution Practice (GDP) guidelines for pharmaceuticals, including features such as strict temperature and humidity control functions.
① Establishment of a dedicated healthcare logistics hub in the Kanto region
The Group is shifting forward with a plan to construct a new building at the Kanto P&M Center, our existing healthcare-dedicated logistics hub in the Kanto region, in anticipation of increasing storage demand. Regarding the plan, we have already acquired new land for business apply. As we proceed with the development plan, we will work in collaboration with Mitsui Fudosan, which will be responsible for development management, to optimize costs and maximize asset value.
The Company, with the anticipation that it would require 15,307 million yen by the finish of April 2031, plans to allocate a portion of this amount from the net proceeds of the Third-Party Allotment.
② Establishment of a Healthcare-Dedicated Logistics Hub in the Kansai Region
One of the Group’s strengths in this field is the establishment of a logistics network supporting BCP (Business Continuity Plan) across two major hubs. However, our existing Kansai P&M Center, the dedicated healthcare logistics hub in the Kansai region, is currently operating at almost full capacity. With multiple projects requiring additional space, we have commenced construction of a new building on site that was secured in the same area already, scheduled for the completion in January 2028. Following completion, we aim to create further synergies by leveraging Mitsui Fudosan’s expertise and knowledge for facility management and value enhancement to meet customer requirements.
The Company, with the anticipation that it would require 7,309 million yen by the finish of February 2028, plans to allocate a portion of this amount from the net proceeds of the Third-Party Allotment.
To ensure that these initiatives should be fruitful as a key revenue pillar in our next medium-term management plan, we will leverage the strengths of our group to provide comprehensive logistics services covering areas from manufacturing to sales. Furthermore, through the Capital and Business Alliance, we will enhance our hardware expertise and increase added value to drive new customer acquisition and pursue top-line growth.
(Note) P&M is an abbreviation for Pharma & Medical; P&M Center is the Group’s dedicated healthcare facility brand.
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Viewpoint on the rationality of the applys of funds
The Company will allocate the funds raised through the Third-Party Allotment related to the purposes described in “3. Amount and apply of funds to be raised, and scheduled timing of expfinishiture (2) Specific Use of Funds to be Raised” above, aiming to expand its business.
The Company believes this will enhance corporate value and our medium-to-long-term shareholder value through the achievement of our growth strategy, thereby increasing the benefits for our existing shareholders. Consequently, we consider the apply of funds from the Third-Party Allotment to be reasonable.
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Rationality of Issuance Conditions, etc.
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Basis for Calculating the Payment Amount and Specific Details
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The payment amount for the Third-Party Allotment was determined through discussions with Mitsui Fudosan and set at 3,571 yen, which is the closing price of the Company’s common share on the Prime Market of the Tokyo Stock Exalter, Inc. (the “Tokyo Stock Exalter”) on the transaction date of the Board of Directors’ resolution regarding the Third-Party Allotment (February 6, 2026; the “Board Resolution Date”).
This payment amount of 3,571 yen represents a 1.30% discount (Rounded to the third decimal place. The same rounding method is applied in the calculation of premium and discount rates relative to the share price below) over the closing price of 3,618 yen on the trading day immediately preceding the Board Resolution Date (February 5, 2026), a 3.82% discount over the simple average closing price of 3,713 yen (Rounded to the nearest whole number. The same rounding method is applied in the calculation of the average share price below) for the immediately preceding one-month period (January 6, 2026 to February 5, 2026),a 6.32% discount relative to the simple average closing price of 3,812 yen over the preceding three months (from November 6, 2025, to February 5, 2026), and a 10.39% discount relative to the simple average closing price of 3,985 yen over the preceding six months (from August 6, 2025, to February 5, 2026).
The above payment amounts comply with the principles of the Japan Securities Dealers Association’s “Guidelines for Handling of Allotment of New Shares to Third Party” (established April 1, 2010). We have determined that none of these amounts constitutes particularly favorable amounts as defined in Article 199, Paragraph 3 of the Companies Act. Based on this determination, the Company’s Board of Directors, considering the purpose of raising funds through the Third-Party Allotment and comparing it with other funding methods, and after thorough discussion and consideration of the terms of the Third-Party Allotment, resolved to proceed with the Third-Party Allotment with the unanimous approval of all attfinishing directors. This resolution was built based on the determination that the terms and conditions are not particularly advantageous to Mitsui Fudosan and that the Third-Party Allotment does not constitute an advantageous issuance and is lawful.
Furthermore, the five auditors of the Company (including three outside auditors) confirmed that the method for determining the payment amount for the Third-Party Allotment is based on the market price, which represents objective price reflecting the value of the Company’s common share. Additionally, since this method complies with the “Guidelines for Handling of Allotment of New Shares to Third Party” (established April 1, 2010), the Board of Directors determined that the subscription price for the Third-Party
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Disclaimer
Mitsui Soko Holdings Co. Ltd. published this content on February 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on February 06, 2026 at 08:04 UTC.
Mitsui Soko Holdings Co Ltd is a Japan-based company principally engaged in the warehoapply business, port transportation business and global flow business. The Company operates in two business segments. Logistics segment provides logistics services. These services include warehoapply storage & handling, port work & transportation, overseas logistics & multiple integrated transport, air freight transport, third-party logistics (3PL), supply chain management support, as well as land freight transport services, among others. Real Estate segment provides services centered on the building leasing business.
Buy
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3,618.00JPY
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3,455.67JPY
Spread / Average Tarobtain
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