October 21, 2020
Dear Sirs:
Name of Company: BELLUNA CO., LTD.
Code No.: 9997 1st Section of the Tokyo Stock Exchange
Notice Regarding Acquisition of Shares in Maxim Co., Ltd. (as a New
Subsidiary)
Belluna Co., Ltd. (the "Company") hereby announces that a meeting of its Board of Directors held today and resolved to conclude a share transfer agreement with Maxim Co., Ltd. ("Maxim"), a company operating an online clothing apparel business, in order to acquire all of Maxim's shares and make Maxim our wholly owned subsidiary. Details are as follows.
Description
1. Reasons for acquisition of shares
Maxim Co., Ltd. is an apparel company that possess its house brand KOBE LETTUCE and a number of other brands. It operates an own shopping website and takes part in various other ecommerce malls for ordinary consumers. It has won many awards in major online malls and enjoys high recognition among young women, as can be seen in its strong word-of-mouth reputation. Moreover, in recent years, Maxim has been focusing on attracting customers to its own shopping website mainly based on influencer marketing strategies, and its presence in the online market is becoming greater.
In the Company's General Mail Order business, we are working to further strengthen our online sales, through the use of social media and influencer marketing strategies, aiming to penetrate the market for younger generations. We decided to enter into the share transfer agreement and welcome Maxim to the Belluna Group as we expect to further promote our growth through mutual use of product development knowhow, marketing knowhow and customer bases.
2. Profile of the subsidiary subject to the change | (as of October 21, 2020) | ||
（1）Name | Maxim Co., Ltd. | ||
（2）Address | 3-2-11 Isobedori, Chuo-ku, Kobe City, Hyogo | ||
（3）Representative | President and CEO, Junji Hayashi | ||
name and title | |||
（4）Main business | E-commerce and store management | ||
（5）Capital stock | 4 million yen | ||
（6）Date of establishment | November 29, 2004 | ||
（7）Major shareholders | C Channel Co., Ltd. : 100% | ||
and ownership | |||
（8）Relationship with the Company | Capital | Not applicable | |
relationship | |||
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Personnel | Not applicable | ||||
relationship | |||||
Business | Not applicable | ||||
relationship | |||||
（9）Business results and financial position of the previous fiscal year (yen) | |||||
Fiscal year | FY March 2018 | FY March 2019 | FY March 2020 | ||
Net Assets | 134,414,000 | 269,570,000 | 361,195,000 | ||
Total Assets | 1,245,607,000 | 1,424,567,000 | 1,545,470,000 | ||
Net assets per share | 1,680,176.74 | 3,369,634.01 | 4,514,940.27 | ||
Net sales | 3,847,554,000 | 4,912,677,000 | 5,670,410,000 | ||
Operating income | 120,740,000 | 198,446,000 | 120,702,000 | ||
Ordinary income | 108,296,000 | 201,682,000 | 134,349,000 | ||
Net income | 13,396,000 | 135,156,000 | 91,624,000 | ||
Net income per share | 167,455.46 | 1,689,457.28 | 1,145,306.26 | ||
Cash dividends per share | - | - | - | ||
3. Profile of the other party to the share acquisition | (as of March 31, 2020) | ||
（1）Name | C Channel Co., Ltd. | ||
（2）Address | 1-4-1 Mita, Minato-ku, Tokyo | ||
（3）Representative | President and CEO, Ryo Morikawa | ||
name and title | |||
（4）Main business | Media business, E-commerce and overseas business | ||
（5）Capital stock | 5,397 million yen | ||
（6）Date of establishment | July, 2014 | ||
（7）Major shareholders | SoftBank Corp. 28.98％ | Ryo Morikawa 21.41％ | |
and ownership | |||
Capital relationship | Not applicable | ||
（8）Relationship with the Company | Personnel | Not applicable | |
relationship | |||
Business | Not applicable | ||
relationship |
4. Number of shares to be acquired, acquisition price, and status of shares held before and after the acquisition
(1) | Number | of | shares | held | 0 shares |
(Number of voting rights: 0) | |||||
before the change | |||||
(Shareholding ratio: 0%) | |||||
(2) | Number | of | shares to be | 75 shares | |
acquired | |||||
(3) Total acquisition price | 1,650,000,000 yen | ||||
(4) | Number of shares held after | 75 shares | |||
(Number of voting rights: 75) | |||||
the acquisition | |||||
(Shareholding ratio: 100%) | |||||
5. Schedule | |
Date of resolution of the Board | ：October 21, 2020 |
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Date of concluding contract | ：October 22, 2020 (expected) |
Date of share acquisition | : November 24, 2020 (expected) |
6. Business forecasts
The acquisition of shares described in this notice will have no significant effect on the Company's
consolidated operating results for the current fiscal year.
For inquiries about this notice, please contact the department below.
Executive Corporate Planning Department, Belluna Co., Ltd.
(TEL: 048-771-7753)
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