Business
Hoshizaki : Notice Concerning share and quota acquisition by the subsidiary
Hoshizaki : Notice Concerning share and quota acquisition by the
About this update from Hoshizaki Corp.
To whom it may concern, January 18, 2022 Company name: HOSHIZAKI CORPORATION Representative: Yasuhiro Kobayashi, Representative Director, President & COO (Securities code: 6465; First Section of the Tokyo Stock Exchange and Nagoya Stock Exchange) Inquiries: Tadashi Mizutani, Director (Tel: 0562-96-1320) Notice Concerning share and quota acquisition by the subsidiary HOSHIZAKI CORPORATION (hereafter referred to as Hoshizaki) announces that on January 18, 2022, according to Article 370 of the Companies Act and Article 26 of the Articles of Incorporation, it has passed a resolution in writing to make Brema Group S.p.A., an Italian manufacturer of commercial icemakers (hereafter referred to as Brema), a wholly-owned subsidiary by acquiring all the shares of Brema and all the quotas of Finimma S.r.l. (hereafter referred to as Finimma) through Hoshizaki Europe Holdings B.V., a subsidiary wholly owned by Hoshizaki. The details are as follows: Further details: １． Purpose of acquiring the shares and the quotas Hoshizaki aims at the Global No.1 in the business of the commercial food service equipment, making an investment proactively in overseas business to expand its core business and develop new business in the market; especially, business expansion of the commercial icemakers is set as one of key strategies to achieve the goal. Brema, an Italy based manufacturer of commercial icemakers, has a good reputation for its wide range of the products that are well recognized in the market as value price. Brema is also widely known outside Italy in such as Southern and Eastern Europe and the Middle East through its local sales networks including the aggressive supply business of icemakers to other food service equipment manufacturers. In Europe and the Middle East, Hoshizaki has been focusing its business of commercial icemakers mainly in major large markets such as U.K., France, Germany and Scandinavian countries. Developing the business in the area of Southern and Eastern Europe and the Middle East is one of the challenges. Hoshizaki will accelerate the expansion of the business of commercial icemakers for the pursuit of the 1 No.1 market share in the regions, making a full use of advantages of Brema's manufacturing base and sales networks. Simultaneously with the acquisition of Brema's shares, Hoshizaki also purchases all the quotas of Finimma, a wholly-owning parent company of Imma Immobiliare S.p.A. (hereafter referred to as Imma) who owns the manufacturing premises of Brema, and makes Finimma a wholly-owned subsidiary. ２． Overview of the subsidiary who acquires shares and quotas ① Company name Hoshizaki Europe Holdings B.V. ② Location Amsterdam, the Netherlands ③ Representative's name Yosuke Matsunaga （ Managing Director ） and title ④ Description of business Holding Company ⑤ Paid-in capital 63,000K EUR （ approx. 8,379M JPY ） ⑥ Established November 3 2003 ⑦ Owners and controlling HOSHIZAKI CORPORATION 100.00 ％ shares ⑧ Net Assets 159,762K EUR （ 21,248M JPY ）（ As of end of December 2020 ） ⑨ Total Assets 159,811K EUR （ 21,254M JPY ）（ As of end of December 2020 ） ⑩ Relationship between Capital It is a subsidiary of Hoshizaki Hoshizaki and the relationship subsidiary Employment 2 of board members and 3 of employee of Hoshizaki relationship are also serve as board member of the subsidiary and an employee of Hoshizaki is also serve as Managing Director of the subsidiary. Commercial There is no commercial relationship between Relationship Hoshizaki and the subsidiary. ３． Overview of the companies whose shares and quotas are acquired Brema ① Company name Brema Group S.p.A. ② Location Villa Cortese, Milan, Italy ③ Representative's Alessandro Maroli (CEO) name and title ④ Description of business Manufacturing and sales of commercial icemakers ⑤ Paid-in capital 208 K EURO （ approx. 27 M JPY ） ⑥ Established May 19 1985 ⑦ Owners and controlling Finice S.p.A. 100.0 ％ shares 2 ⑧ Relationship between Capital There is no capital relationship between Hoshizaki and Brema relationship Hoshizaki and Brema. No capital relationships exist between Hoshizaki's stakeholders or affiliates and Brema's stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Brema. No employment relationships exist between Hoshizaki's stakeholders or affiliates and Brema's stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Brema. No material commercial relationships exist between Hoshizaki's stakeholders or affiliates and Brema's stakeholders or affiliates. ⑨ Brema's recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Sep 2018 Dec 2019 Dec 2020 Net assets 33,779 K EUR 41,892 K EUR 49,503 K EUR (4,492 M JPY) (5,571 M JPY) (6,583 M JPY) Total assets 42,470 K EUR 52,188 K EUR 63,949 K EUR (5,648 M JPY) (6,941 M JPY) (8,505 M JPY) Sales 60,235 K EUR 65,981 K EUR 41,888 K EUR (8,011 M JPY) (8,775 M JPY) (5,571 M JPY) Operating income 10,514 K EUR 11,113 K EUR 7,267 K EUR (1,398 M JPY) (1,478 M JPY) (966 M JPY) Net income 7,323 K EUR 8,113 K EUR 7,611 K EUR (973 M JPY) (1,079 M JPY) (1,012 M JPY) Dividends ― ― ― (―) (―) (―) Note ） Brema changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec 31th, 2019. Finimma ① Company name Finimma S.r.l. ② Location Villa Cortese, Milan, Italy ③ Representative's Alessandro Maroli (Director) name and title ④ Description of business Holding company 3 (a wholly-owning parent company of Imma(*)) ⑤ Paid-in capital 12 K EUR （ approx. 1.6 M JPY ） ⑥ Established December 20 2019 ⑦ Owners and Alessandro Maroli 55.56 ％ controlling shares Franca Marinoni 44.44 ％ ⑧ Relationship between Capital There is no capital relationship between Hoshizaki and Finimma relationship Hoshizaki and Finimma. No capital relationships exist between Hoshizaki's stakeholders or affiliates and Finimma's stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Finimma. No employment relationships exist between Hoshizaki's stakeholders or affiliates and Finimma's stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Finimma. No material commercial relationships exist between Hoshizaki's stakeholders or affiliates and Finimma's stakeholders or affiliates. ⑨ Finimma's recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Dec 2019 Dec 2020 Net assets 9,436 K EUR 9,640 K EUR (1,255 M JPY) (1,282 M JPY) Total assets 9,437 K EUR 9,658 K EUR (1,255 M JPY) (1,284 M JPY) Sales ― 0 K EUR (―) (0 M JPY) Operating income ▲0 K EUR ▲32 K EUR (▲0 M JPY) (▲4 M JPY) Net income 230 K EUR 203 K EUR (30 M JPY) (27 M JPY) Dividends ― ― (―) (―) (*) Imma ① Company name Imma Immobiliare S.p.A. ② Location Villa Cortese, Milan, Italy 4 ③ Representative's Franca Marinoni (Director) name and title ④ Description of business Business assets management company (for Brema's factory premises) ⑤ Paid-in capital 150 K EUR （ approx. 19.9 M JPY ） ⑥ Established July 15 2003 ⑦ Owners and Finimma S.r.l. 100.00 ％ controlling shares ⑧ Relationship Capital There is no capital relationship between between Hoshizaki relationship Hoshizaki and Imma. No capital and Imma relationships exist between Hoshizaki's stakeholders or affiliates and Imma's stakeholders or affiliates. Employment There is no employment relationship relationship between Hoshizaki and Imma. No employment relationships exist between Hoshizaki's stakeholders or affiliates and Imma's stakeholders or affiliates. Commercial There is no commercial relationship relationship between Hoshizaki and Imma. No material commercial relationships exist between Hoshizaki's stakeholders or affiliates and Imma's stakeholders or affiliates. ⑨ Imma's recent results of operations and financial condition (1 EUR = 133 JPY) Financial year ending Sep 2018 Dec 2019 Dec 2020 Net assets 8,074 K EUR 8,305 K EUR 8,541 K EUR (1,073 M JPY) (1,104 M JPY) (1.136 M JPY) Total assets 14,167 K EUR 13,619 K EUR 13,734 K EUR (1,884 M JPY) (1,811 M JPY) (1,826 M JPY) Sales 1,176 K EUR 1,377 K EUR 1,083 K EUR (156 M JPY) (183 M JPY) (144 M JPY) Operating income 351 K EUR 390 K EUR 334 K EUR (46 M JPY) (51 M JPY) (44 M JPY) Net income 226 K EUR 231 K EUR 236 K EUR (30 M JPY) (30 M JPY) (31 M JPY) Dividends ― ― ― (―) (―) (―) Note ） Imma changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec 31 st, 2019. 5 This is an excerpt of the original content. To continue reading it, access the original document here .