ITOCHU to acquire DENTSU SOKEN

ITOCHU is acquiring DENTSU SOKEN INC., the Tokyo-listed IT services and consulting arm of Dentsu Group Inc., rather than Dentsu Group itself. DENTSU SOKEN (Tokyo Stock Exchange Prime Market, securities code 4812) is a consolidated subsidiary of Dentsu Group, and the transaction is structured to take it private.

The tender offer will be made by G.K. VIC, a vehicle formed by ITOCHU and its subsidiary IFP Inc., at 2,880 yen per share, for a planned total purchase amount of up to 215.2 billion yen (roughly 1.3 billion US dollars) and an ownership ratio of up to 38.22 per cent. ITOCHU announced the plan on 31 August 2026 and is targeting commencement of the offer in early November 2026, once domestic and international regulatory clearances are in place.

Once the offer completes, VIC and Dentsu Group intend to run a share consolidation under the Companies Act so that DENTSU SOKEN becomes a joint venture held by the two shareholders, with VIC holding about 38 per cent. DENTSU SOKEN's shares are expected to be delisted from the Tokyo Stock Exchange as a result. The deal sits alongside a wider strategic alliance between the ITOCHU and Dentsu groups covering IT services and retail media.

The European Commission is reviewing the transaction as merger case M.12635, filed as ITOCHU / DENTSU / DENTSU SOKEN, which reflects the joint control ITOCHU and Dentsu Group will hold over the target. The case was in Phase 1 review as at 22 September 2026.