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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 United Super Markets Holdings Inc CB 5:698K Inageya Co., Ltd. EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: CB Tender-Offer, Exchange-Offer, Rights-Offering or HTML 26K
Response Notice
2: EX-1.1 Joint Press Release, Dated April 18, 2024, Titled HTML 259K
"Notices Regarding Execution of A Share Exchange
Agreement to Make Inageya Co., Ltd. A Wholly Owned
Subsidiary of United Super Markets Holdings Inc.
3: EX-1.2 Press Release by Inageya Co., Ltd., Dated April HTML 11K
18, 2024, Titled "Notice on Abolition of
Shareholder Benefit Program"
4: EX-1.3 Joint Press Release, Dated April 18, 2024, Titled HTML 154K
"Notice Regarding 100% Acquisition of Welpark Co.,
Ltd. by Welcia Holdings Co., Ltd., Changes in
Subsidiary at Inageya Co., Ltd.
5: EX-1.4 Extraordinary Report to Kanto Local Finance HTML 198K
Bureau, Dated April 19, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ | |
| Securities Act Rule 802 (Exchange Offer) | ☒ | |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ | |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ | |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ | |
| Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | ☐ |
Inageya Co., Ltd.
(Name of Subject Company)
N/A
(Translation of Subject Company’s Name into English (if applicable))
Japan
(Jurisdiction of Subject Company’s Incorporation or Organization)
United Super Markets Holdings Inc.
(Name of Person(s) Furnishing Form)
Shares
(Title of Class of Subject Securities)
N/A
(CUSIP Number of Class of Securities (if applicable))
Inageya Co., Ltd.
Attn: Kazushige Hamura
6-1-1 Sakae-cho, Tachikawa City, Tokyo, Japan
Telephone: Telephone: +81-42-537-5111
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
Copies to:
United Super Markets Holdings Inc.
1 Kanda Aioi-cho, Chiyoda-ku, Tokyo, 101-0029, Japan
Telephone: +81-3-3526-4761
and
|
Nels Hansen White & Case LLP 26th Floor, Marunouchi Trust Tower Main 1-8-3 Marunouchi, Chiyoda-ku Tokyo 100-0005 Japan Telephone: +81-3-6384-3300 |
Jessica Chen White & Case LLP 1221 Avenue of the Americas Telephone: (212) 819 8200 |
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) |
The following documents are attached hereto as exhibits to this form:
| (b) | Not applicable. |
Item 2. Informational Legends
A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in the documents referred to in Item 1.
1
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) |
The following document is attached hereto as an exhibit to this form:
| Exhibit No. | Description | |
| 1.4 | Extraordinary Report to Kanto Local Finance Bureau, dated April 19, 2024 | |
| (2) | Not applicable. |
| (3) | Not applicable. |
2
PART III - CONSENT TO SERVICE OF PROCESS
| (1) | A written irrevocable consent and power of attorney on Form F-X is being filed concurrently with the Securities and Exchange Commission on April 19, 2024. |
| (2) | Not applicable. |
3
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| United Super Markets Holdings Inc. | ||
| By: |
/s/ Motohiro Fujita |
|
| Name: | Motohiro Fujita | |
| Title: | President and Representative Director | |
| Date: | April 19, 2024 | |
4
| This ‘CB’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 4/19/24 | None on these Dates | ||
| List all Filings | ||||