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 July 27, 2016
Takara Holdings Inc.
Notice Regarding Acquisition of Stock of Portuguese Japanese Food Ingredients (Keta Foods, Lda) by Consolidated Subsidiary (Foodex S.A.S.)
Foodex S.A.S (“Foodex”), a consolidated subsidiary of Takara Holdings engaged in the Japanese Food Wholesale Business in Europe, primarily France, resolved at a Board of Directors’ meeting held on July 26, 2016 to acquire all issued shares in Keta Foods, Lda (“Keta Foods”), a Japanese food wholesaler in Portugal. Details of the acquisition are as described below.
1. Rationale for the Acquisition
Under Takara Group Vision 2020, our long-term vision for the ten years beginning in April 2011, the Group aims to expand business in markets where Takara advantages can be leveraged domestically and overseas and build a well-balanced business structure that can hold up well to business environment changes. In addition, the Takara Group Medium-Term Management Plan FY2017, the three-year management plan formulated as the second step of an action plan aimed at achieving the long-term vision, sets out a basic policy under which we will improve domestic business profitability and expand our overseas usiness, while at the same time building a well-balanced business structure that can hold up well to business environment changes by accelerating the growth of our Biomedical business and promotes efforts aimed at building a Japanese food wholesale network in the U.S., Europe, and worldwide as one of our priority strategies.
The Takara Shuzo Group, which forms the core of the Takara Group, acquired the shares of Foodex, a Japanese food wholesaler in France, in April 2010 and entered the Japanese food wholesale market. Subsequently, Takara Shuzo has proceeded to expand its Japanese food wholesale network in Europe welcoming Tazaki Foods Ltd. (“Tazaki Foods”), a U.K. Japanese food wholesaler, into the Group in September 2013 followed by Cominport Distribución S.L. (“Cominport”), which operates a Japanese food wholesale business in Spain and Poland, in March 2014 through Foodex. Moreover, Takara Shuzo has also strengthened its long-standing partnership with Mutual Trading Co., Ltd., an equity method subsidiary, with the aim of further expanding its business in the U.S.
By welcoming Keta Foods, which is Portugal’s largest Japanese food wholesaler, into the Group, Foodex, which is based in France and has business sites in Italy, Switzerland, Belgium, and the Netherlands together with its subsidiary Cominport, which is based in Spain and Poland, and Tazaki Foods, which operates in the U.K., will now further expand the Japanese food wholesale network in Europe as well as seeking to generate synergies between Group companies.
Backed by the expansion in the global market for Japanese food, the Takara Group will actively advance the construction and expansion of a global Japanese food wholesale network, primarily in Europe and the U.S., and further expand our business and increase our corporate value by spreading Japanese food culture around the world going forward.
２．Overview of Keta Foods
| (1) | Name | Keta Foods, Lda | ||||||||||||||||||||||||
| (2) | Location | Vialonga district (outskirts of Lisbon), Portugal | ||||||||||||||||||||||||
| (3) | Representative | President Jaime Serrano | ||||||||||||||||||||||||
| (4) | Business | Import and wholesale of alcoholic beverages, food products, and seasonings | ||||||||||||||||||||||||
| (5) | Capital | €15,000 | ||||||||||||||||||||||||
| (6) | Established | August 29, 2007 | ||||||||||||||||||||||||
| (7) | Principal shareholders and percentage of sharesheld |
Rondonia 2000 S.L. 40.0% Unagi Kabayaki S.L. 40.0% Westhope S.L. 20.0% *Rondonia is an asset management company headed by Jaime Serrano. |
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| (8) | Relationships between the listed company and the said company |
（Capital relationship） There is no relevant capital relationship. （Personnel relationship） Jaime Serrano, the representative of Keta Foods, is the representative of Cominport, a consolidated subsidiary of Foodex. （Transaction relationship） There is a transaction relationship between Keta Foods and Cominport consisting of the purchase and sale of products. |
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| (9) | Number of officers and employees |
18 *as of June 30, 2016 | ||||||||||||||||||||||||
| (10) | Fiscal year-end | December 31 | ||||||||||||||||||||||||
| (11) | Operating performance and financial position of Keta Foods over the past three years |
Units: Thousand euros
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３．Overview of Foodex
| (1) | Name | Foodex S.A.S. |
| (2) | Location | Paris, France |
| (3) | Representative | President Benoit Cauffet |
| (4) | Business | Import and wholesale of alcoholic beverages, food products, and seasonings |
| (5) | Capital | €250,000 |
| (6) | Established | July 29, 1992 |
| (7) | Subsidiaries |
Foodex Sud S.A.R.L.（South of France） *Shareholding ratio: 100% for all |
| (8) | Principal shareholders and percentage of sharesheld | Takara Group 100% （Takara Shuzo Co., Ltd. 80%、Takara Europe Holdings B.V.20%） |
４．Percentage of ownership before and after acquisition of shares
| (1) | % of shares owned before transfer | 0% |
| (2) | % of shares owned after transfer | 100% |
５．Schedule at Takara Group subsidiary
| (1) | Board of Directors’meeting | July 26, 2016 |
| (2) | Conclusion of share transfer agreement | July 26, 2016 |
| (3) | Acquisition of shares | July 27, 2016（scheduled） |
６. Impact on Earnings
Keta Foods will become a consolidated subsidiary of the Company, but the impact on consolidated earnings for the fiscal year ending March 31, 2017 is expected to be immaterial.
