Dentsu Group to Make Dentsu Soken a Joint Venture with ITOCHU Group

- Three-Company Alliance to Strengthen dentsu Japan’s Digital Transformation and Retail Media Businesses -

Dentsu Group Inc. (Tokyo: 4324; ISIN: JP3551520004; Head Office: Minato-ku, Tokyo; President & Global CEO: Takeshi Sano; hereafter “the Company”, and the Company and its group companies are collectively referred to as “dentsu”) announced that Dentsu Soken Inc. (Head Office: Minato-ku, Tokyo; President and CEO: Hirohisa Iwamoto; hereafter: “Dentsu Soken”), a core company of dentsu Japan^*1, which oversees dentsu’s business in Japan, has announced its position regarding a tender offer (hereafter: “the Offer”) for the common shares of Dentsu Soken (hereafter: the “Shares”) by VIC LLC (Head Office: Minato-ku, Tokyo; Representative Member: ITOCHU Corporation; hereafter “VIC”), an entity formed primarily by ITOCHU Corporation (Head Office: Minato-ku, Tokyo; President and CEO: Keita Ishii). Dentsu Soken announced that, if the Offer is commenced, it will express its support for the Offer and recommend that its shareholders tender their Shares. The Company has decided not to tender its Shares in the Offer.
If the Offer is successfully completed, the Shares are expected to be delisted from the Tokyo Stock Exchange following the prescribed procedures in accordance with the exchange’s delisting criteria. Dentsu Soken will remain a consolidated subsidiary of the Company alongside becoming a joint venture between the Company and VIC.

Dentsu Soken also plans to enter into a business alliance agreement with ITOCHU Techno-Solutions Corporation (Head Office: Minato-ku, Tokyo; President and CEO: Tatsushi Shingu; hereafter “CTC”). In addition, Dentsu Inc. (Head Office: Minato-ku, Tokyo; President and CEO: Chisato Matsumoto) has entered into business alliance agreements with the ITOCHU Group companies Data One Inc. and Gate One Corp.

Dentsu Soken is a core company in dentsu Japan’s DX and BX businesses. Its strengths lie in the consulting capabilities and solution development expertise it has built over many years. Through the Offer and the related transactions, Dentsu Soken aims to create new value that contributes to the sustainable development of businesses and society. It will do so by combining its own strengths with ITOCHU Group’s customer network and business platform, as well as CTC’s strengths in IT infrastructure, operations, and maintenance.
Dentsu Soken also plans to pursue the research, development, and practical application of a wide range of advanced technologies, while exploring multiple ways to generate revenue from them, including through the AI Development Center, a specialized organization established within Dentsu Soken in February 2026 that brings together dentsu Japan’s core AI solution development capabilities.

In addition to strengthening its capabilities in DX and technology through these initiatives, dentsu Japan will collaborate with ITOCHU Group companies that have particular strengths in the retail sector, including the convenience store business. Through this collaboration, dentsu Japan will further advance the development and enchancement of its retail media-related services by utilizing consumer purchasing data and a nationwide network of stores.

Furthermore, taking Dentsu Soken private and making it a joint venture between the Company and VIC will enable faster decision-making aimed at strengthening dentsu’s governance and increasing its corporate value. It will also establish a structure that allows Dentsu Soken to pursue growth investments and initiatives to strengthen its business foundation from a longer-term perspective.

Dentsu Soken is indispensable to the sustainable growth of dentsu Japan and plays an important role from both financial and business perspectives. Going forward, dentsu Japan will seek to maximize the value it provides to clients by supporting the further growth of Dentsu Soken and deepening collaboration among dentsu Japan companies. As an “Integrated Growth Partner,” dentsu Japan will contribute to the growth of its clients and partners, and ultimately to the sustainable development of society. With dentsu Japan positioned at the core of its business, dentsu will also seek to increase the corporate value of the entire group through these initiatives.

The impact of this transaction on dentsu’s consolidated financial results for the fiscal year ending December 2026 is expected to be immaterial.

■Change in Dentsu Soken Shareholding Structure Following the Planned Joint Venture Transaction

For further details regarding the Offer, please refer to the timely disclosure materials published by Dentsu Soken and ITOCHU Corporation.
Dentsu Soken　Investor Relations News Releases
ITOCHU Corporation　Investor Relations Information

*1: dentsu Japan (Brand: “dentsu Japan”; Headquarters: Minato-ku, Tokyo; Representative: Takeshi Sano, CEO) represents the business brand in Japan, one of dentsu’s four regions. It also has the function of overseeing and supporting the businesses of 140 companies in Japan including Dentsu Inc., the world’s largest single brand agency. 
URL:  https://www.japan.dentsu.com/en/

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Inquiries Regarding This Release:
Jumpei Kojima, Emi Harada, Todor Baev
Group Corporate Communications Office, Dentsu Group Inc. 
Email: group-cc@dentsu.com