The original disclosure in Japanese was released on October 3, 2024 at 15:00 (GMT+9)
To whom it may concern,
Company name: | Takara Holdings Inc. |
Company representative: | Mutsumi Kimura, President |
Securities code and stock | |
exchange listings: | 2531 Tokyo (Prime section) |
Inquiries: | Masakazu Usami, General Manager |
of Financial & Investor Relations | |
Dept. | |
TEL: | (075) 241-5124 |
Notice Regarding Acquisition of Shares in Japanese Food Wholesalers
to Strengthen Overseas Japanese Food Wholesaler Network
Takara Holdings Inc. (the "Company") hereby announces that Takara Shuzo International Co., Ltd. ("Takara Shuzo International"), a subsidiary of the Company, resolved at the Board of Directors meeting held on September 25, 2024, for (1) Mutual Trading Co., Inc. ("Mutual Trading"), a company engaged in Japanese food wholesale business in the United States, to acquire 100% of the outstanding shares of TSUKIJI OHTA, CO., LTD. ("TSUKIJI OHTA") and Ohta Foods Market Co., Ltd. ("Ohta Foods Market") and for (2) T. Tazaki & Company Ltd. ("T. Tazaki"), the 100% parent company of Tazaki Foods Ltd. ("Tazaki Foods"), a company engaged in Japanese food wholesale business in the United Kingdom, to acquire 100% of the outstanding shares of Agrica Ab ("Agrica"), and thus completed the acquisitions.
1. Reason for Acquiring Stock
The Takara Group is moving forward with initiatives to achieve its six-yearlong-term management vision, TaKaRa Group Challenge for the 100th (TGC100), which ends in the fiscal year ending March 31, 2026 and upholds the Takara Group's vision "Smiles in Life ~ Smiles are Life's Treasures ~." As a conclusion to TGC100, we established the TaKaRa Group Medium-Term Management Plan for 2025 with a management policy to increase enterprise value over a three-year period by accelerating investments in growth and high-priority fields*. Based on the plan, the Takara Shuzo International Group has striven to expand Japanese food wholesale sites in North America and Europe.
(1) Acquisition of shares of TSUKIJI OHTA and Ohta Foods Market
TSUKUJI OHTA is a wholesaler of fresh fish in Toyosu Market in Tokyo, and Ohta Foods Market is responsible for TSUKIJI OHTA's export operations, exporting high-qualityJapan-brand fresh fish, primarily to the United States and Asia. By making both of these companies consolidated subsidiaries of the Company, we will ensure a stable procurement route of fresh fish, a product which has a high future growth potential, and, by leveraging Mutual Trading's sales network, we will be able to distribute high quality Japan-sourced fresh fish across the United States. Additionally, in future, we will expand our export activities into Europe and Australia by taking advantage of the sales network of the Takara Shuzo International Group.
(2) Acquisition of shares of Agrica
Agrica is a food wholesale business located in the Porvoo suburb of Helsinki, Finland. By making Agrica a consolidated subsidiary of the Company, we will not only increase sales of Japanese food ingredients and alcoholic beverages in Finland, but also strengthen our efforts to expand our potential market, with a view to the entire Nordic region.
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Global interest in Japanese foods is rising on the back of expansion in the global market for Japanese foods mainly as a result of the growing number of health enthusiasts in recent years. The Takara Group will further strengthen sales of Japanese alcoholic beverages and build a wholesale network for Japanese foods to actively expand business, as it strives to enhance its corporate value and spread washu and Japanese food culture.
*growth and high-priority fields
Takara Shuzo：Enhance the safety and security of production systems; develop and nurture "hit" products; focused brand development
Takara Shuzo Int'l Group：Expand food wholesale sites in North America and Europe; expand Washu (A general term for Japanese traditional alcoholic beverages under the Liquor Tax Act such as refined sake, shochu, and mirin, including innovative Japanese alcoholic beverages that incorporate Japanese elements)
Takara Bio Group ：Expand the reagents and equipment business; expand the CDMO (contract development and manufacturing organization) business; maximize the value of drug discovery platform technologies
2. Outline of the acquisition of shares of TSUKIJI OHTA and Ohta Foods Market by Mutual Trading
(1) Overview of TSUKIJI OHTA
(1) | Name | TSUKIJI OHTA, CO., LTD. | ||||||
(2) | Location | 6-6-1-541 Toyosu, Koto-ku, Tokyo | ||||||
(3) | Representative | Hidehiko Ota, Representative Director | ||||||
(4) | Business | Intermediate wholesaler of fresh fish at Toyosu Market | ||||||
(5) | Capital | 20,000 Thousand Yen | ||||||
(6) | Established | February 1, 1956 (Established in 1950) | ||||||
Membership interest | ||||||||
(7) | holders and percentage of | Hidehiko Ota, 100% | ||||||
interest held | ||||||||
Capital | There is no relevant capital relationship. | |||||||
Relationships between the | relationship | |||||||
Personnel | There is no relevant personnel relationship. | |||||||
(8) | listed company and the | |||||||
relationship | ||||||||
said company | ||||||||
Transaction | There is no relevant transaction relationship. | |||||||
relationship | ||||||||
(9) | Number of employees | 42 employees as of June 30, 2024 | ||||||
(10) | Fiscal year-end | December 31 | ||||||
(11) | 【Reference】Operating performance and financial position over the past three years | |||||||
Unit: Thousands of Yen | ||||||||
Fiscal year | Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||
December 31, 2021 | December 31, 2022 | December 31, 2023 | ||||||
Net sales | 1,144,047 | 1,705,682 | 2,301,235 | |||||
※Business results other than net sales, and financial position, are not disclosed based on a duty of | ||||||||
confidentiality with the counterparty to the share acquisition. | ||||||||
(2) Overview of Ohta Foods Market | ||||||||
(1) | Name | Ohta Foods Market Co., Ltd. | ||||||
(2) | Location | 6-5-2-401 Toyosu, Koto-ku, Tokyo | ||||||
(3) | Representative | Hidehiko Ota, Representative Director | ||||||
(4) | Business | Export operations for TSUKIJI OHTA | ||||||
(5) | Capital | 8,000 Thousand Yen | ||||||
(6) | Established | June 3, 2014 | ||||||
Membership interest | ||||||||
(7) | holders and percentage of | Hidehiko Ota, 100% | ||||||
interest held | ||||||||
Capital relationship | There is no relevant capital relationship. | |||||||
Relationships between the | Personnel relationship | There is no relevant personnel relationship. | ||||||
(8) | listed company and the | |||||||
Transaction | There is a business relationship between Ohta | |||||||
said company | Foods Market and Mutual Trading relating to | |||||||
relationship | ||||||||
the purchasing and sales of goods. | ||||||||
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(9) | Number of employees | 4 employees as of June 30, 2024 |
(10) | Fiscal year-end | December 31 |
- 【Reference】Operating performance and financial position over the past three years
Unit: Thousands of Yen | |||||||
Fiscal year | Fiscal year ended | Fiscal year ended | Fiscal year ended | ||||
December 31, 2021 | December 31, 2022 | December 31, 2023 | |||||
Net sales | 1,108,741 | 2,012,865 | 2,595,904 | ||||
※Business results other than net sales, and financial position, are not disclosed based on a duty of | |||||||
confidentiality with the counterparty to the share acquisition. | |||||||
(3) Overview of Mutual Trading | |||||||
(1) | Name | Mutual Trading Co., Inc. | |||||
(2) | Location | El Monte, California, USA (near Los Angeles) | |||||
(3) | Representative | Masatoshi Ohata, President and CEO | |||||
(4) | Business | Import and wholesale | of alcoholic beverages, | food products, and | |||
seasonings | |||||||
(5) | Capital | 5,394 Thousand U.S. dollars | |||||
(6) | Established | April 19, 1926 | |||||
Principal shareholders | |||||||
(7) | and percentage of shares | USA Takara Holding Company 85.8% | |||||
held | |||||||
(4) Number of shares to be acquired, and percentage of ownership before and after acquisition of shares | |||||||
(1) | Number of shares owned | 0 shares (ownership ratio of voting rights: 0%) | |||||
before transfer | |||||||
TSUKIJI OHTA and 400 shares | |||||||
(2) | Number of shares to be | (ownership ratio of voting rights: 100.0%) | |||||
acquired | Ohta Foods Market 800 shares | ||||||
(ownership ratio of voting rights: 100.0%) | |||||||
(3) | Acquisition price | Not disclosed based on a duty of confidentiality with the counterparty | |||||
to the share acquisition | |||||||
TSUKIJI OHTA and 400 shares | |||||||
(4) | Number of shares owned | (ownership ratio of voting rights: 100.0%) | |||||
after transfer | Ohta Foods Market 800 shares | ||||||
(ownership ratio of voting rights: 100.0%) |
3. Outline of the acquisition of shares of Agrica by T.Tazaki
(1) Overview of Agrica
(1) | Name | Agrica Ab (Also known as Porvoon Peruna) | ||
(2) | Location | Porvoo, Finland | ||
(3) | Representative | Roger Nyqvist, Managing Director | ||
(4) | Business | wholesale of foods | ||
(5) | Capital | 10,000 Euro | ||
(6) | Established | September 29, 1993 | ||
Roger Nyqvist | 26.67% | |||
(7) | Shareholders and | Hanna Lindholm | 26.67% | |
percentage of shares held | Lina Kullberg | 26.67% | ||
Hans Nyqvist | 20.00% | |||
Capital | There is no relevant capital relationship. | |||
relationship | ||||
Relationships between the | ||||
Personnel | ||||
(8) | listed company and the | There is no relevant personnel relationship. | ||
relationship | ||||
said company | ||||
Transaction | There is no relevant transaction relationship. | |||
relationship | ||||
(9) | Number of employees | 53 employees as of May 31, 2024 | ||
(10) | Fiscal year-end | May 31 | ||
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- 【Reference】Operating performance and financial position over the past four years
Unit: Thousands of Euro | ||||||||
Fiscal year | Fiscal year ended | Fiscal year ended | Fiscal year ended | Fiscal year ended | ||||
May 31, 2021 | May 31, 2022 | May 31, 2023 | May 31, 2024 | |||||
Net sales | 16,568 | 21,853 | 27,078 | 32,416 | ||||
※Consolidated business results other than net sales, and financial position, are not disclosed based on a | ||||||||
duty of confidentiality with the counterparty to the share acquisition. | ||||||||
(2) Overview of T.Tazaki & Company Ltd. | ||||||||
(1) | Name | T.Tazaki & Company Ltd. | ||||||
(2) | Location | London, UK | ||||||
(3) | Representative | Minori Mori, Director | ||||||
(4) | Business | Holding Company | ||||||
(5) | Capital | 27,169 Thousand Pound | ||||||
(6) | Established | November 4, 1974 | ||||||
Principal shareholders | ||||||||
(7) | and percentage of shares | Takara Shuzo International 100.0% | ||||||
held | ||||||||
(3) Overview of Tazaki Foods Ltd. | ||||||||
(1) | Name | Tazaki Foods Ltd. | ||||||
(2) | Location | London, UK | ||||||
(3) | Representative | Chikahiro Furukawa, Managing Director | ||||||
(4) | Business | Import and wholesale of alcoholic beverages, food, seasonings, etc. | ||||||
(5) | Capital | 6,357 Thousand Pound | ||||||
(6) | Established | July 27, 1978 | ||||||
Principal shareholders | ||||||||
(7) | and percentage of shares | T.Tazaki & Company Ltd. 100.0% | ||||||
held |
(4) Number of shares to be acquired, and percentage of ownership before and after acquisition of shares
(1) | Number of shares owned | 0 shares (ownership ratio of voting rights: 0%) |
before transfer | ||
(2) | Number of shares to be | 15,000 shares(ownership ratio of voting rights: 100.0%) |
acquired | ||
(3) | Acquisition price | Not disclosed based on a duty of confidentiality with the counterparty |
to the share acquisition | ||
(4) | Number of shares owned | 15,000 shares(ownership ratio of voting rights: 100.0%) |
after transfer | ||
4. Impact on Earnings
The impact on the consolidated business results for the fiscal year ending March 31, 2025 is expected to be immaterial.
Forward‐Looking Statements
Statements in this document, other than those based on historical fact, concerning the current plans, prospects, strategies and expectations of the Company and its Group represent forecasts of future results. While such statements are based on the conclusions of management according to information available at the time of writing, they reflect many assumptions and opinions derived from information that includes major risks and uncertainties. Actual results may vary significantly from these forecasts due to various factors. Factors that could influence actual results include, but are not limited to, economic conditions, especially trends in consumer spending, as well as exchange rate fluctuations, changes in laws and government systems, pressure from competitors' prices and product strategies, declines in selling power of the Company's existing and new products, disruptions to production, violations of the Company's intellectual property rights, rapid advances in technology and unfavorable verdicts in major litigation
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