This document has been translated for reference only from the original Japanese version. The Company gives no warranty with respect to its correctness.
Mar. 26, 2014
Takara Holdings Inc.
Notice Regarding Acquisition of Stock of Spanish Wholesaler of Japanese Food Ingredients (Cominport Distribución S.L.) by Consolidated Subsidiary (Foodex S.A.S.)
Kyoto, Japan—Takara Holdings recently announced that consolidated subsidiary Foodex S.A.S. acquired all shares of stock issued by Cominport Distribución S.L. on March 25, 2014. Foodex conducts a Japanese food ingredients wholesale business in France and other parts of Europe, and Cominport Distribución is a Spanish wholesaler of Japanese food ingredients that operates in Spain and Poland. Details of the acquisition are described below.
As Cominport Distribución will become a consolidated subsidiary in fiscal 2015, its consolidation will have no impact on the Company's performance in fiscal 2014. Performance forecasts for fiscal 2015 are scheduled to be released on May 8, 2014, together with the Company’s financial statements for fiscal 2014.
1. Rationale for the Acquisition
Covering the 10-year period that began with April 2011, our long-term management vision, the Takara Group Vision 2020, calls on us to grow businesses in markets in Japan and overseas where we can leverage our strengths while establishing a balanced business structure that is readily adaptable to changing conditions. As the first step on the way to realizing this vision, we prepared the Takara Group Medium-Term Management Plan FY2014. For the basic policy of this three-year action plan, we will aim to achieve stable growth in Japan while expanding our business base in order to grow significantly overseas.
In accordance with the basic policies the medium-term management plan, Takara Shuzo, which is the core company of the Group's Alcoholic beverages and seasonings business, is actively developing operations overseas. In April 2010, this company acquired 80% of the issued stock of Foodex S.A.S., a French wholesaler of Japanese food ingredients, enabling it to enter into the Japanese food ingredients wholesale business in Europe. Later in November 2012, Takara Shuzo received an allotment of third party rights from Mutual Trading Co., Inc., a U.S. wholesaler of Japanese food ingredients and affiliate accounted for under the equity method of the Company. This effectively enabled us strengthen our partnership with this company, which in turn will facilitate further business expansion in North America. In September 2013, management rights were acquired in Tazaki Foods Limited, a British wholesaler of Japanese food ingredients, enabling the Company to strengthen its Japanese food ingredients sales network in Europe.
Cominport Distribución is a prominent supplier of Japanese food ingredients for Japanese cuisine restaurants and retailers in Spain and Poland. This stock acquisition will enable the Company to further expand its Japanese food ingredients sales network through coordination with Foodex, which is based in France and has operating sites in Italy, Switzerland, and Belgium, and Tazaki Foods, which is based in the United Kingdom. Further, by promoting collaboration between these three companies, we will work to accelerate the expansion of our Japanese food ingredients wholesale business while simultaneously boosting operational efficiency. We also expect the acquisition to help improve sales of the Takara Shuzo Group’s alcoholic beverages and seasonings.
Going forward, the Group will actively advance the construction and expansion of Japanese food ingredients wholesale networks in Europe and the United States and work to spread Japanese cuisine throughout the world in order to grow its overseas alcoholic beverages business and Japanese food ingredients wholesale business.
2. Overview of Cominport Distribución
| (1) | Name | Cominport Distribución S.L. |
| (2) | Location | Madrid, Spain |
| (3) | Representative | Jaime Serrano, CEO |
| (4) | Business | Import and wholesale of alcoholic beverages, food products, and seasonings |
| (5) | Capital | €143,628 |
| (6) | Established | December 23, 2010 (Established through spin-off from parent company Cominport S.L.) |
| (7) | Number of shares of issued stock | 143,628 |
| (8) | Principal shareholders and percentage of shares held | Cominport S.L.100%） |
| (9) | Subsidiaries | Cominport Sp. ZO. O. (wholly owned subsidiary) * Import and wholesale of food ingredients in Poland |
| (10) | Number of officers and employees | 49 (consolidated) |
| (11) | Fiscal year-end | December 31 |
| (12) | Non-consolidated financial results and financial position over past 2 years |
|
Units: Thousand euros
| Fiscal year | Fiscal year ended December 31, 2012 |
Fiscal year ended December 31, 2013 (Assumption) |
| Net assets | 4,875 | 5,649 |
| Total assets | 8,686 | 8,818 |
| Net sales | 17,337 | 20,939 |
| Operating income | 2,406 | 3,152 |
| Net income | 1,647 | 2,195 |
3. Overview of Transaction Partner
| (1) | Name | Cominport S.L. |
| (2) | Location | Madrid, Spain |
| (3) | Representative | Jaime Serrano |
| (4) | Business | Real estate management |
| (5) | Established | November 25, 1976 |
| (6) | Principal shareholders and percentage of shares held | Rondonia 2000 S.L. (40%), Unagi Kabayaki S.L. (40%), Westhope S.L. (20%) |
4. Overview of Foodex
| (1) | Name | Foodex S.A.S. |
| (2) | Location | Paris, France |
| (3) | Representative | Nicolas Mercier, CEO |
| (4) | Business | Import and wholesale of alcoholic beverages, food products, and seasonings |
| (5) | Capital | €250,000 |
| (6) | Established | June 29, 1992 |
| (7) | Principal shareholders and percentage of shares held | Takara Shuzo Co., Ltd. (80%), HANABI SARL (15%), COFIMAT SC (5%) |
