FAMILYMART CO., LTD. Commencement of Discussions
for the Management Integration
March 10, 2015 (Tue)
FamilyMart Co., Ltd.
President
Isamu Nakayama
UNY Group Holdings Co., Ltd.
President
Norio Sako
1
Business Environment
Domestic Retail
Business
Overseas Retail
Business
Shrinking market due to population decline
Severe store-opening competition in CVS business
Pan-industry competition
Increasing consumer traction to convenience and differentiated product offering
Business potential via innovation
Penetration of Japanese CVS business model
Integration of management resources to create a new retail group
will provide the two companies with strategic opportunities
2
Strategic Rationale
FamilyMart and UNY Group Holdings will integrate their management resources and aim to be a company which contributes to
customers, franchisees, business partners, shareholders and employees
CVS General Retail
One of the largest store network in Japan
Enhanced procurement
Enhanced product development
Integrated infrastructure (e.g. distribution
centers) and common functions (e.g. IT)
Expansion of the business centered in
Tokai and Kanto area
Utilization of procurement and service of the CVS business
Development of new store format
Cooperation in E-Commerce
Financial Service / Card, Dedicated Beauty & Fashion Brands, E-Commerce, Medical Care, Ticker / Entertainment, Delivery, Food Production
Further utilization of business footprint / value maximization with integrated management
resources
3
Discussions for the Management Integration
Management integration in sprit of equals
Form an Integration Preparation Committee, jointly led by
Presidents of the two companies
Other considerations:
Group principles
Company / group name, brands
Board / management structure
HR
Corporate strategy, business plan
4
Transaction Structure
UNY Group HD will be merged into FamilyMart and forms a new holding company
FamilyMart's CVS business will be integrated with CKS through an absorption- type demerger. The CVS brand will be unified
Merger ratio will be determined following due diligence and consultation with
advisers
Absorption-type
merger
Holding company structure
Absorption-type demerger of FamilyMart's CVS business
5
その他
Envisioned Timeline
Resolution of the Board of Directors March 10, 2015 (Today) Signing of the memorandum of understanding March 10, 2015 (Today) Execution of the basic agreement August 2015 (Plan)
Execution of absorption-type merger agreement and
absorption-type demerger agreement April 2016 (Plan)
AGM (FamilyMart and UNY Group HD) to approve the
absorption-type merger and absorption-type demerger May 2016 (Plan)
Closing /
Effective date of the absorption-type merger and
absorption-type demerger
September 2016 (Plan)
6
(Reference) Creation of A New Retail Group with c.¥3.5tn Total Store Sales | ||||
FamilyMart | UNY Group HD | Total | ||
Consolidated | Total Store Sales | ¥1,721.9bn | ¥1,834.2bn | ¥3,556.2bn |
Consolidated | Operating Income | ¥43.3bn | ¥25.3bn | ¥68.6bn |
CVS | Total Store Sales | ¥1,721.9bn | ¥950.6bn | ¥2,672.5bn |
CVS | Operating Income | ¥43.3bn | ¥10.9bn | 54.2bn |
CVS | Stores (Japan) | 11,271 stores | 6,328 stores | 17,599 stores |
CVS | Stores (Overseas) | 5,625 stores | 1,043 stores | 6,668 stores |
GMS / SM | Net Sales | - bn | ¥799.9bn | ¥799.9bn |
GMS / SM | Operating Income | - bn | ¥12.2bn | ¥12.2bn |
GMS / SM | Stores (Japan) | - stores | 318 stores | 318 stores |
GMS / SM | Stores (Overseas) | - stores | 4 stores | 4 stores |
Notes: Financial numbers for the fiscal year ended February 2014.
7 Number of stores as at the end of January 2015. UNY Group Holdings' overseas CVS stores as at the end of October 2014 (Circle K Asia).
(Reference) Business Portfolio
Convenience Stores (CVS) General Retail Convenience Stores (CVS) Dedicated Beauty & Fashion Brands Services Financial Services Food Production Food Services Developer Credit Card Delivery E-Commerce Urban Mini- Supermarkets Overseas Other Affiliated Companies8
"Leading Retail Group in Japan"
|
distributed by
|
