This document has been translated for reference only from the original Japanese version. The Company gives no warranty with respect to its correctness.
Sep. 24, 2013
Takara Holdings Inc.
Notice Regarding Acquisition of Managements Rights in British Importer and Wholesaler of Japanese Food Ingredients by Consolidated Subsidiary
Kyoto, Japan—Takara Holdings recently announced that consolidated subsidiary Takara Shuzo Co., Ltd., purchased all issued shares of stock in T. Tazaki & Company Limited on September 19, 2013, through its wholly owned subsidiary Takara Europe Holdings B.V. This was done with the aim of acquiring management rights in Tazaki Foods Limited, an importer and wholesaler of Japanese food ingredients, as all shares of this company’s stock were in the possession of T. Tazaki, its holding company.
As a result, Tazaki Foods and T. Tazaki will both become consolidated subsidiaries of the Company. The impacts of their consolidation on performance during fiscal 2014, ending March 31, 2014, are currently being assessed. Should it be judged necessary for performance forecasts to be revised, notice will be given in a timely manner.
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.
Takara Shuzo, which is the core company of the Group’s Alcoholic beverages and seasonings business, is actively developing an overseas alcoholic beverages business and a Japanese food ingredients wholesale business. In April 2010, this company acquired 80% of the issued stock of Foodex S.A.S., a French importer and wholesaler of Japanese food ingredients, enabling it to enter into the Japanese food ingredients wholesale business in Europe. In addition, Takara Shuzo’s voting rights in Mutual Trading Co., Inc., a U.S. importer and wholesaler of Japanese food ingredients and affiliate accounted for under the equity method of the Company, rose from 24.2% to 45.0% following the receipt of an allotment of third party rights in November 2012. This effectively enabled us strengthen our partnership with this company, which in turn will facilitate further business expansion in North America.
Tazaki Foods is a prominent dealer of Japanese food ingredients. It serves Japanese cuisine restaurants and retailers in London and other major cities in the United Kingdom. Taking advantage of the benefits of this stock acquisition, we will work to expand our Japanese food ingredients wholesale network around the world while also growing this business through coordination with Foodex, which is based in continental Europe. It is expected that these efforts will lead to increased sales of the Takara Shuzo Group’s alcoholic beverages and seasonings products.
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 T. Tazaki
| (1) | Name | T. Tazaki & Company Limited | ||||||||||||||||||||
| (2) | Location | London, U.K. | ||||||||||||||||||||
| (3) | Representative | Tadayoshi Tazaki, Chairman | ||||||||||||||||||||
| (4) | Business | Holding company | ||||||||||||||||||||
| (5) | Capital | 670,000 GBP | ||||||||||||||||||||
| (6) | Established | November 4, 1974 | ||||||||||||||||||||
| (7) | Number of shares of issued stock |
Common stock: 88,885 Preferred stock: 581,000 |
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| (8) | Principal shareholders and percentage of shares held |
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| (9) | Subsidiaries | Tazaki Foods Limited (wholly owned subsidiary) Yutaka Foods Limited (wholly owned subsidiary of Tazaki Foods Limited) |
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| (10) | Number of officers and employees |
69 (consolidated) | ||||||||||||||||||||
| (11) | Fiscal year-end | December 31 | ||||||||||||||||||||
| (12) | Consolidated financial results and financial position over past 2 years |
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| Fiscal year | Fiscal year ended December 31, 2011 |
Fiscal year ended December 31, 2012 |
| Net assets | 858 | 1,189 |
| Total assets | 7,891 | 7,647 |
| Net sales | 18,700 | 20,759 |
| Operating income | 315 | 574 |
| Net income | 158 | 331 |
3. Overview of Tazaki Foods
| (1) | Name | Tazaki Foods Limited |
| (2) | Location | London, U.K. |
| (3) | Representative | Chikahiro Furukawa, Managing Director |
| (4) | Business | Import and wholesale of alcoholic beverages, food products, and seasonings |
| (5) | Capital | 357,000 GBP |
| (6) | Established | July 27, 1978 |
| (7) | Principal shareholders and percentage of shares held | T. Tazaki & Company Limited 100% |
4. Overview of Takara Shuzo Co., Ltd.
| (1) | Name | Takara Shuzo Co., Ltd. |
| (2) | Location | 609 Takenaka-cho, Fushimi-ku, Kyoto 612-8061, Japan |
| (3) | Representative | Toshio Kakimoto, President |
| (4) | Business | Manufacture and sale of alcoholic beverages, seasonings, and raw alcohol |
| (5) | Capital | ¥1,000 million |
| (6) | Established | April 1, 2002 |
| (7) | Principal shareholders and percentage of shares held | Takara Holdings Inc. 100% |
5. Overview of Takara Europe Holdings B.V.
| (1) | Name | Takara Europe Holdings B.V. |
| (2) | Location | Amsterdam, the Netherlands |
| (3) | Representative | Kazuyoshi Ito, President |
| (4) | Business | Intermediate holding company |
| (5) | Capital | 10,000 euros |
| (6) | Established | July 18, 2013 |
| (7) | Principal shareholders and percentage of shares held | Takara Shuzo Co., Ltd. 100% |
