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 January 6, 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 in the United States
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 December 22, 2022, for Mutual Trading Co., Inc. (“Mutual Trading”), a company engaged in Japanese food wholesale business in the United States, to acquire 100% of the shares issued and outstanding of (1) Yamasho, Inc. (“Yamasho”) and (2) Karolina, Inc. (“K Sea Trading”), and the share acquisition has been completed.
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.
Based on this policy, Mutual Trading, which operates at nine locations in eight states in the United States, has acquired 100% of the shares issued and outstanding of the following two companies and made them consolidated subsidiaries. As a result, Mutual Trading now has 12 locations in 11 states in the United States and will achieve further sales expansion.
(1)Acquisition of shares in Yamasho
Yamasho is based in the suburbs of Chicago, Illinois, as well as in the suburbs of Atlanta, Georgia. It is a Japanese food wholesaler that covers the Midwestern and Southern markets in the United States, including the country’s third largest city Chicago.
(2)Acquisition of shares in K Sea Trading
K Sea Trading is based in the suburbs of Miami, Florida. It is a Japanese food wholesaler that covers Miami and the surrounding area, one of the most popular tourist sites in the United States and promising markets.
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. Overview of Yamasho
| (1) | Name | Yamasho, Inc. | ||||||||||||
| (2) | Location | Elk Grove Village, Illinois, the United States (in the suburbs of Chicago) | ||||||||||||
| (3) | Representative | Kunio Iwadate President | ||||||||||||
| (4) | Business | Import and wholesale of Japanese foods and restaurant supplies | ||||||||||||
| (5) | Capital | 10 Thousand U.S. dollars | ||||||||||||
| (6) | Established | July 15, 1981 | ||||||||||||
| (7) | Shareholders and percentage of sharesheld |
Not disclosed based on a duty of confidentiality with the counterparty to the share acquisition | ||||||||||||
| (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 transaction relationship between Yamasho and Mutual Trading consisting of the purchase and sale of products. |
||||||||||||
| (9) | Subsidiaries | Yamasho Atlanta, Inc. (ratio of investment by Yamasho: 100.0%) Norcross, Georgia, the United States (in the suburbs of Atlanta) |
||||||||||||
| (10) | Number of officers and employees |
56 employees as of November 2022 | ||||||||||||
| (11) | Fiscal year-end | September 30 | ||||||||||||
| (12) | Operating performance and financial position over the past three years |
Units: Thousand
|
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3. Overview of K Sea Trading
| (1) | Name | Karolina, Inc. | ||||||||||||
| (2) | Location | Court Medley, Florida, the United States (in the suburbs of Miami) | ||||||||||||
| (3) | Representative | CEO Tasnawadee Nakanishi | ||||||||||||
| (4) | Business | Import and wholesale of Japanese foods and restaurant supplies | ||||||||||||
| (5) | Capital | 1 Thousand U.S. dollars | ||||||||||||
| (6) | Established | March 3, 2003 | ||||||||||||
| (7) | Shareholders and percentage of sharesheld |
Not disclosed based on a duty of confidentiality with the counterparty to the share acquisition | ||||||||||||
| (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 transaction relationship between K Sea Trading and Mutual Trading consisting of the purchase and sale of products. |
||||||||||||
| (9) | Number of officers and employees |
11 employees as of September 2022 | ||||||||||||
| (10) | Fiscal year-end | December 31 | ||||||||||||
| (11) | Operating performance and financial position over the past three years |
Units: Thousand
|
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4. Overview of Mutual Trading
|
(1) |
Name |
Mutual Trading Co., Inc. |
|
(2) |
Location |
Los Angeles, California, the United States |
|
(3) |
Representative |
Masatoshi Ohata, President and CEO |
|
(4) |
Business |
Import and wholesale of alcoholic beverages, food products, and seasonings |
|
(5) |
Capital |
2,616 Thousand U.S. dollars |
|
(6) |
Established |
April 19, 1926 |
|
(7) |
Principal shareholders and percentage of shares held |
Takara Shuzo International 70.7% as of November 2022 |
5. Number of shares to be acquired, and percentage of ownership before and after acquisition of shares
(1)Yamasho
|
(1) |
Number of shares owned before transfer |
0 shares (ownership ratio of voting rights: 0.0%) |
|
(2) |
Number of shares to be acquired |
100 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 |
100 shares (ownership ratio of voting rights: 100.0%) |
(2)K Sea Trading
|
(1) |
Number of shares owned before transfer |
0 shares (ownership ratio of voting rights: 0.0%) |
|
(2) |
Number of shares to be acquired |
1,000 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 |
1,000 shares (ownership ratio of voting rights: 100.0%) |
6. Impact on Earnings
The impact on the consolidated business results for the fiscal year ending March 31, 2023 is expected to be immaterial.
