Notice Regarding Acquisition of Shares in Japanese Food Wholesalers

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 September 26, 2022 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 22, 2022, (1) for Cominport Distribución S.L. (“Cominport”), a company engaged in Japanese food wholesale business in Spain, to acquire 100% of the shares issued and outstanding of Amador y Aranda S.L. (“Amaran”) and (2) to acquire additional 49% of the shares issued and outstanding of Nippon Food Supplies Company Pty Ltd (“Nippon Food”) in Australia to make it a wholly-owned subsidiary of Takara Shuzo International.

 

1. Reason for Acquiring Stock
In TaKaRa Group Challenge for the 100th (TGC 100), its long-term management vision toward 2026, the Takara Group upholds “Smiles in Life” as the Takara Group’s vision. To achieve this vision, the Takara Group adopts the management policy of further improving technological capabilities, product attraction, and brand appeal and 2 offering diverse values in the washu (Japanese traditional alcoholic beverages) and Japanese food market and life science industry, thereby increasing its presence in Japan and overseas and achieving sustainable growth and major advances. Under this policy, the Group operates its business.

The Takara Shuzo International Group, which is responsible for overseas business, is working to strengthen its business foundation in coordination with its Group companies in Japan and overseas with the aim of becoming the No. 1 global washu and Japanese food company. We are working to diversify our sales channels while accelerating growth through the expansion of our overseas Japanese food wholesale network and the development of new products.

 

(1)Acquisition of shares in Amaran
Cominport operates in Madrid, Barcelona, and Alicante in Spain as well as Warsaw in Poland. In the Andalusia region in southern Spain, where it does not have any base, Cominport works with Amaran to expand sales of Japanese foods, through which the two companies have established a good relationship. The shareholders of Amaran  recently offered to transfer 100% of its issued and outstanding shares. Accepting this offer and making Amaran a consolidated subsidiary will enable the Group by itself to cover the Japanese food market in the Andalusia region including the Costa del Sol, a world-renowned resort area stretching east and west of Malaga city, and to achieve further sales expansion.

(2)Acquisition of additional shares in Nippon Food
Nippon Food is the base of the Group’s Japanese Food Wholesale Business in Australia, and Takara Shuzo International currently holds 51% of its shares. To accelerate the growth of Nippon Food and stabilize its management, Takara Shuzo International will acquire additional 49% of the shares issued and outstanding of Nippon Food from its shareholders and make it a wholly-owned subsidiary.

 

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.

2. Outline of the acquisition of shares in Amaran by Cominport
(1) Overview of Amaran

 

(1)	Name	Amador y Aranda S.L.
(2)	Location	Malaga, Andalusia, Spain
(3)	Representative	Manuel Amador Gil José Aranda López
(4)	Business	Wholesale of Japanese foods, meats, and other foods for restaurants
(5)	Capital	€370,000
(6)	Established	May 29, 2000
(7)	Principal shareholders and percentage of sharesheld	Mr. José Aranda López  (50.00%) Mr. Manuel Amador Gil  (48.83%) Mrs. Salud María Alvarez Bernal  (1.57%)
(8)	Relationships between the listed company and the said company	（Capital relationship） There is no relevant capital relationship. （Personnel relationship） There is no relevant personal relationship. （Transaction relationship） There is a transaction relationship between Amador y Aranda S.L. and Cominport consisting of the purchase and sale of products.
(9)	Number of officers and employees	23 employees as of August 2022
(10)	Fiscal year-end	December 31
(11)	Operating performance and financial position over the past three years	Units: Thousand euros Fiscal year Fiscal year ended December 31, 2019 Fiscal year ended December 31, 2020 Fiscal year ended December 31, 2021 Consolidated net assets  1,402 1,465 1,367 Consolidated total assets  2,567 2,727 3,196 Consolidated net sales  5,536 3,304 4,990 Consolidated operating income 404 92 220 Net income 303 63 157

 

(2) Overview of Cominport

(1)	Name	Cominport Distribución S.L.
(2)	Location	Madrid, Spain
(3)	Representative	CEO Jaime Serrano
(4)	Business	Import and wholesale of alcoholic beverages, food products, and seasonings
(5)	Capital	€143,628
(6)	Established	December 23, 2010
(7)	Subsidiaries	Cominport Sp. ZO.O.
(8)	Principal shareholders and percentage of shares held	Foodex S.A.S. 100.0%

(3) 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: 0.0%)
(2)	Number of shares to be acquired	3,700 shares (ownership ratio of voting rights: 51.0%)
(3)	Number of shares owned after transfer	3,700 shares (ownership ratio of voting rights: 51.0%)

3. Outline of the acquisition of additional shares in Nippon Food by Takara Shuzo International
(1) Overview of Nippon Food

 

(1)	Name	Nippon Food Supplies Company Pty Ltd
(2)	Location	Sydney, New South Wales, Australia
(3)	Representative	Kazuyoshi Ito, Director and CEO
(4)	Business	Import and wholesale of alcoholic beverages, food products, and seasonings
(5)	Capital	17,772 Thousand Australian dollars
(6)	Established	November 30 , 2015
(7)	Principal shareholders and percentage of shares held	Takara Shuzo International Co., Ltd.  (51.0%) Kikue Asset Management Limited  (49.0%)
(8)	Number of employees	141 employees as of March 2022
(9)	Fiscal year-end	December 31
(10)	Operating performance and financial position over the past three years	Units: million yen Fiscal year Fiscal year ended December 31, 2019 Fiscal year ended December 31, 2020 Fiscal year ended December 31, 2021 Consolidated net assets 14,073 16,217 18,803 Consolidated total assets 33,307 30,770 33,055 Consolidated net sales 57,180 51,524 54,177 Consolidated operating income △2,364 2,336 4,040 Net income △3,051 2,144 2,587

(2) Overview of Takara Shuzo International

(1)	Name	Takara Shuzo International Co., Ltd.
(2)	Location	20 Naginataboko-cho, Shijo-dori Karasuma Higashi-iru, Shimogyo-ku, Kyoto Japan
(3)	Representative	Minori Mori, Representative Director and President
(4)	Business	Management of group companies, and export and sale of alcoholic beverages, seasonings, etc.
(5)	Capital	10 million yen
(6)	Established	July 3, 2017
(7)	Principal shareholders and percentage of sharesheld	Takara Holdings Inc.  100%

(3) Number of shares to be acquired, and percentage of ownership before and after acquisition of shares

(1)	Number of shares owned before transfer	510 shares (ownership ratio of voting rights: 51.0%)
(2)	Number of shares to be acquired	490 shares (ownership ratio of voting rights: 49.0%)
(3)	Number of shares owned after transfer	1,000 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, 2023 is expected to be immaterial.