ASAHI GROUP HOLDINGS, LTD. FOR IMMEDIATE RELEASE
February 13, 2015
Company Name: Asahi Group Holdings, Ltd. Representative Name: President and CEO: Naoki Izumiya Securities Code: 2502
Stock Listings: Tokyo Stock Exchange, First Section) Contact: Kazumoto Tamesada
General Manager, Public Relation
Phone: +81-3-5608-5126
Company Name: Asahi Breweries, Ltd. Representative Name: President Akiyoshi Koji
Announcement regarding execution of a share purchase agreement to acquire ENOTECA CO., LTD.
Asahi Group Holdings, Ltd. is pleased to announce that their wholly owned subsidiary, Asahi Breweries, Ltd. (collectively, with other group companies, "Asahi Group") has reached an agreement with the funds advised by Unison Capital, Inc., and with other sellers (collectively "Unison Capital"), to acquire all of the outstanding shares of ENOTECA CO., LTD. ("Enoteca") owned by Unison Capital.
1．Transaction Overview
Below is an overview of the share purchase agreement executed by Asahi Breweries, Ltd. for the acquisition of shares of Enoteca.
(1) Date executed： February 13, 2015
(2) Contract Parties： (Seller) Unison Capital III, NK、 Unison Capital III(F), L.P.、 Unison Capital III(A), L.P.、 Unison Capital III(B), L.P.、 H.C.B.C. Enterprises Limited、
Mr. Yasuhisa Hirose
(Buyer) Asahi Breweries, Ltd.
(3) Shares to be purchased: All outstanding shares of ENOTECA CO., LTD.
2．Objectives of the Transaction
Asahi Group's Long-Term Vision 2020 of "Striving to be a corporate group trusted around the world through the Kando of food (deliciousness, happiness and innovation)," is a vision which continual strives to
achieve stable growth through our domestic and global network.
In recent year, the wine industry has grown to become a bigger presence in the alcohol beverage industry, becoming a staple drink being consumed in both the household and as well as in restaurant setting. Asahi Group has focused our efforts in expanding our wine business by expanding our imported wine line up as well as to further expand our domestic "Sainte Neige" brand.
Established in 1988 as a wine importer, Enoteca has become a highly recognized and established brand in the domestic wine market, contributed to the Japanese wine culture under the "FOR ALL WINE LOVERS" philosophy. Enoteca has also been able to secure the rights to be an exclusive distributor form many of the premiere wineries from aboard.
In the backdrop of a strong wine market, we believe that the growth from the partnership between Enoteca and Asahi Group, can be realized and accelerated by Enoteca leveraging our business platforms as well as our management resources. We are currently evaluating opportunities to cross sell our current high end liquor and our wine brand through the Enoteca sale channels.
Asahi Breweries, Ltd.'s wine business has approximately 144 hundred million yen of sales in the fiscal year ending December 2014. The combined sales of both Enoteca and Asahi Group will not only greatly increase our sales, in the wine business, but also strengthen our presence in the wine industry. Through the acquisitions of Enoteca and becoming a "leading wine company," we, together with Enoteca, believe that we can share with our customers a fuller and richer kando through our wines while strengthening and expanding our market position within the alcoholic beverage industry.
3. Overview of Enoteca
(1) Company name | ENOTECA CO., LTD. | |
(2) Registered head office | 5-14-15 Minami Azabu, Minato-ku Tokyo 106-0047 | |
(3) Representative | Yasuhisa Hirose, President | |
(4) Business Description | Importing, wholesaling and retail sales of wines, wine-shop operations, and online sales. | |
(5) Capital | 1,661,666 thousand yen | |
(6) Established | August 31, 1988 | |
(7) Current Ownership | Unison Capital III, NK 19.45% Unison Capital III(F), L.P. 24.70% Unison Capital III(A), L.P. 18.79% Unison Capital III(B), L.P. 15.27% H.C.B.C. Enterprises Limited 20.18% Yasuhisa Hirose 1.60% | |
Relationship with (8) Asahi | Capital Relationship | There are no capital relationships between Asahi and Enoteca. There are no other capital relationships between personnel or companies affiliated with Asahi and personnel or companies affiliated with Enoteca. |
Personal Relationship | There are no personal relationship between Asahi and Enoteca. There are no other personal relationships between personnel or companies affiliated with Asahi and personnel or companies affiliated with Enoteca. | ||
Trade Relationship | There are no major transactional relationships between Asahi and Enoteca. There are no other transactional relationships between personnel or companies affiliated with Asahi and personnel or companies affiliated with Enoteca. | ||
(9) Consolidated sales for the past three fiscal years (1) | |||
Fiscal Year End | March 2012 | March 2013 | March 2014 |
Consolidated Sales | 13,118 million yen | 14,400 million yen | 17,313 million yen |
(1) The March 2012 figures shown above are on a non-consolidated basis as the consolidated financial reporting was yet to be implemented.
4. Overview of the Sellers
(1) Company name | Unison Capital III, NK |
(2) Registered head office | 4-1 Kioicho, Chiyoda-ku, Tokyo |
(1) Company name | Unison Capital III(F), L.P. |
(2) Registered office | c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands |
(1) Company name | Unison Capital III(A), L.P. |
(2) Registered office | c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands |
(1) Company name | Unison Capital III(B), L.P. |
(2) Registered office | c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands |
(1) Company name | H.C.B.C. Enterprises Limited |
(2) Registered office | 3 Broadcast Drive, Kowloon, Hong Kong SAR |
(1) Name Yasuhisa Hirose
(2) Registered address Minato-ku Tokyo
5. Indicative Timetable
Below is an indicative timetable to closing.
February 13, 2015 | Execution of shares purchase price agreement with Sellers |
March 31, 2015 | Closing following satisfactory completion of condition precedent to closing |
6. Impact on Asahi's financial performance
The acquisition of Enoteca is not expected to have a materially impact on Asahi's non-consolidated and consolidated financials for the fiscal year ending December 31, 2015.
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