This document has been prepared in accordance with accounting principles and practices generally accepted in Japan, and translated for reference only from the original Japanese version. The Company gives no warranty with respect to its correctness.
The original disclosure in Japanese was released on October 3, 2023 at 15:00 (GMT+9)
Takara Holdings Inc.
Notice Regarding Acquisition of Shares in Japanese Food Wholesalers
to Strengthen Overseas Japanese Food Wholesaler Network
Takara Holdings Inc. (the “Company”) hereby announces that Takara Shuzo International Co., Ltd. (“Takara Shuzo International”), a subsidiary of the Company, resolved at the Board of Directors meeting held on September 25, 2024, for (1) Mutual Trading Co., Inc. (“Mutual Trading”), a company engaged in Japanese food wholesale business in the United States, to acquire 100% of the outstanding shares of TSUKIJI OHTA, CO., LTD. (“TSUKIJI OHTA”) and Ohta Foods Market Co., Ltd. (“Ohta Foods Market”) and for (2) T. Tazaki & Company Ltd. (“T. Tazaki”), the 100% parent company of Tazaki Foods Ltd. (“Tazaki Foods”), a company engaged in Japanese food wholesale business in the United Kingdom, to acquire 100% of the outstanding shares of Agrica Ab (“Agrica”), and thus completed the acquisitions.
1. Reason for Acquiring Stock
The Takara Group is moving forward with initiatives to achieve its six-year long-term management vision, TaKaRa Group Challenge for the 100th (TGC100), which ends in the fiscal year ending March 31, 2026 and upholds the Takara Group’s vision “Smiles in Life ~ Smiles are Life’s Treasures ~.” As a conclusion to TGC100, we established the TaKaRa Group Medium-Term Management Plan for 2025 with a management policy to increase enterprise value over a three-year period by accelerating investments in growth and high-priority fields*. Based on the plan, the Takara Shuzo International Group has striven to expand Japanese food wholesale sites in North America and Europe.
(1) Acquisition of shares of TSUKIJI OHTA and Ohta Foods Market
TSUKUJI OHTA is a wholesaler of fresh fish in Toyosu Market in Tokyo, and Ohta Foods Market is responsible for TSUKIJI OHTA’s export operations, exporting high-quality Japan-brand fresh fish, primarily to the United States and Asia. By making both of these companies consolidated subsidiaries of the Company, we will ensure a stable procurement route of fresh fish, a product which has a high future growth potential, and, by leveraging Mutual Trading’s sales network, we will be able to distribute high quality Japan-sourced fresh fish across the United States. Additionally, in future, we will expand our export activities into Europe and Australia by taking advantage of the sales network of the Takara Shuzo International Group.
(2) Acquisition of shares of Agrica
Agrica is a food wholesale business located in the Porvoo suburb of Helsinki, Finland. By making Agrica a consolidated subsidiary of the Company, we will not only increase sales of Japanese food ingredients and alcoholic beverages in Finland, but also strengthen our efforts to expand our potential market, with a view to the entire Nordic region.
Global interest in Japanese foods is rising on the back of expansion in the global market for Japanese foods mainly as a result of the growing number of health enthusiasts in recent years. The Takara Group will further strengthen sales of Japanese alcoholic beverages and build a wholesale network for Japanese foods to actively expand business, as it strives to enhance its corporate value and spread washu and Japanese food culture.
*growth and high-priority fields
Takara Shuzo：Enhance the safety and security of production systems; develop and nurture "hit" products; focused brand development
Takara Shuzo Int’l Group：Expand food wholesale sites in North America and Europe; expand Washu (A general term for Japanese traditional alcoholic beverages under the Liquor Tax Act such as refined sake, shochu, and mirin, including innovative Japanese alcoholic beverages that incorporate Japanese elements)
Takara Bio Group：Expand the reagents and equipment business; expand the CDMO (contract development and manufacturing organization) business; maximize the value of drug discovery platform technologies
2. Outline of the acquisition of shares of TSUKIJI OHTA and Ohta Foods Market by Mutual Trading
(1) Overview of TSUKIJI OHTA
| ① | Name | TSUKIJI OHTA, CO., LTD. | ||||||||||||
| ② | Location | 6-6-1-541 Toyosu, Koto-ku, Tokyo | ||||||||||||
| ③ | Representative | Hidehiko Ota, Representative Director | ||||||||||||
| ④ | Business | Intermediate wholesaler of fresh fish at Toyosu Market | ||||||||||||
| ⑤ | Capital | 20,000 Thousand Yen | ||||||||||||
| ⑥ | Established | February 1, 1956 (Established in 1950) | ||||||||||||
| ⑦ |
Membership interest holders and percentage of interest held |
Hidehiko Ota, 100% | ||||||||||||
| ⑧ |
Relationships between the listed company and the said company |
（Capital relationship） There is no relevant capital relationship. （Personnel relationship） There is no relevant personnel relationship. （Transaction relationship） There is no relevant transaction relationship. |
||||||||||||
| ⑨ | Number of employees | 42 employees as of June 30, 2024 | ||||||||||||
| ⑩ | Fiscal year-end | December 31 | ||||||||||||
| ⑪ | Operating performance and financial position over the past three years |
Units: Unit: Thousands of Yen
|
||||||||||||
(2) Overview of Ohta Foods Market
| ① | Name | Ohta Foods Market Co., Ltd. | ||||||||||||
| ② | Location | 6-5-2-401 Toyosu, Koto-ku, Tokyo | ||||||||||||
| ③ | Representative | Hidehiko Ota, Representative Director | ||||||||||||
| ④ | Business | Export operations for TSUKIJI OHTA | ||||||||||||
| ⑤ | Capital | 8,000 Thousand Yen | ||||||||||||
| ⑥ | Established | June 3, 2014 | ||||||||||||
| ⑦ |
Membership interest holders and percentage of interest held |
Hidehiko Ota, 100% | ||||||||||||
| ⑧ |
Relationships between the listed company and the said company |
（Capital relationship） There is no relevant capital relationship. （Personnel relationship） There is no relevant personnel relationship. （Transaction relationship） There is a business relationship between Ohta Foods Market and Mutual Trading relating to the purchasing and sales of goods. |
||||||||||||
| ⑨ | Number of employees | 4 employees as of June 30, 2024 | ||||||||||||
| ⑩ | Fiscal year-end | December 31 | ||||||||||||
| ⑪ | Operating performance and financial position over the past three years |
Units: Unit: Thousands of Yen
|
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(3) Overview of Mutual Trading
|
① |
Name |
Mutual Trading Co., Inc. |
|
② |
Location |
El Monte, California, USA (near Los Angeles) |
|
③ |
Representative |
Masatoshi Ohata, President and CEO |
|
④ |
Business |
Import and wholesale of alcoholic beverages, food products, and seasonings |
|
⑤ |
Capital |
5,394 Thousand U.S. dollars |
|
⑥ |
Established |
April 19, 1926 |
|
⑦ |
Principal shareholders and percentage of shares held |
USA Takara Holding Company 85.8% |
(4) Number of shares to be acquired, and percentage of ownership before and after acquisition of shares
|
① |
Number of shares owned before transfer | 0 shares (ownership ratio of voting rights: 0%) |
|
② |
Number of shares to be acquired | TSUKIJI OHTA and 400 shares (ownership ratio of voting rights: 100.0%) Ohta Foods Market 800 shares (ownership ratio of voting rights: 100.0%) |
|
③ |
Acquisition price | Not disclosed based on a duty of confidentiality with the counterparty to the membership interest acquisition |
|
④ |
Number of shares owned after transfer | TSUKIJI OHTA and 400 shares (ownership ratio of voting rights: 100.0%) Ohta Foods Market 800 shares (ownership ratio of voting rights: 100.0%) |
3. Outline of the acquisition of shares of Agrica by T.Tazaki
(1) Overview of Agrica
| ① | Name | Agrica Ab (Also known as Porvoon Peruna) | |||||||||||||||
| ② | Location | Porvoo, Finland | |||||||||||||||
| ③ | Representative | Roger Nyqvist, Managing Director | |||||||||||||||
| ④ | Business | wholesale of foods | |||||||||||||||
| ⑤ | Capital | 10,000 Euro | |||||||||||||||
| ⑥ | Established | September 29, 1993 | |||||||||||||||
| ⑦ |
Membership interest holders and percentage of interest held |
Roger Nyqvist 26.67% Hanna Lindholm 26.67% Lina Kullberg 26.67% Hans Nyqvist 20.00% |
|||||||||||||||
| ⑧ |
Relationships between the listed company and the said company |
（Capital relationship） There is no relevant capital relationship. （Personnel relationship） There is no relevant personnel relationship. （Transaction relationship） There is no relevant transaction relationship. |
|||||||||||||||
| ⑨ | Number of employees | 53 employees as of May 31, 2024 | |||||||||||||||
| ⑩ | Fiscal year-end | May 31 | |||||||||||||||
| ⑪ | Operating performance and financial position over the past four years |
Units: Unit: Thousands of Euro
|
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(2) Overview of T.Tazaki & Company Ltd.
|
① |
Name |
T.Tazaki & Company Ltd. |
|
② |
Location |
London, UK |
|
③ |
Representative |
Minori Mori, Director |
|
④ |
Business |
Holding Company |
|
⑤ |
Capital |
27,169 Thousand Pound |
|
⑥ |
Established |
November 4, 1974 |
|
⑦ |
Principal shareholders and percentage of shares held |
Takara Shuzo International 100.0% |
(3) Overview of Tazaki Foods Ltd.
|
① |
Name |
Tazaki Foods Ltd. |
|
② |
Location |
London, UK |
|
③ |
Representative |
Chikahiro Furukawa, Managing Director |
|
④ |
Business |
Import and wholesale of alcoholic beverages, food, seasonings, etc. |
|
⑤ |
Capital |
6,357 Thousand Pound |
|
⑥ |
Established |
July 27, 1978 |
|
⑦ |
Principal shareholders and percentage of shares held |
T.Tazaki & Company Ltd. 100.0% |
(4) Number of shares to be acquired, and percentage of ownership before and after acquisition of shares
|
① |
Number of shares owned before transfer | 0 shares (ownership ratio of voting rights: 0%) |
|
② |
Number of shares to be acquired | 15,000 shares(ownership ratio of voting rights: 100.0%) |
|
③ |
Acquisition price | Not disclosed based on a duty of confidentiality with the counterparty to the share acquisition |
|
④ |
Number of shares owned after transfer | 15,000 shares(ownership ratio of voting rights: 100.0%) |
4. Impact on Earnings
The impact on the consolidated business results for the fiscal year ending March 31, 2025 is expected to be immaterial.
