SHISEIDO COMPANY, LIMITED
(Translation)
Dear Sirs and Madams,
June 30, 2015
Name of Company: Shiseido Company, Limited
Name of Representative: Masahiko Uotani President & CEO (Representative Director)
(Code No. 4911; The First Section of the Tokyo Stock Exchange)
Contact: Tetsuaki Shiraiwa
General Manager of Investor
Relations Department
(Tel: +81 -3 - 3572 - 5111)
It is hereby notified that today, Shiseido Company Limited (the "Company") determined to transfer the shares and related assets of its subsidiary Ayura Laboratories Inc. ("Ayura Laboratories") to Ain Pharmaciez Inc., as described below:
Description
1. Reasons for the transfer:
The Company has been promoting the restructuring of its brand portfolio to realize its Medium-to-Long-Term Strategy "VISION 2020". While the Company is narrowing down candidates for the investment of its management resources and nurturing strong brands, it has determined to transfer the shares and related assets of Ayura Laboratories that engages in the business related to the "Ayura" brand.
Transferee of the shares and assets, Ain Pharmaciez Inc. ("Ain Pharmaciez"), has maintained the largest share in the dispensing pharmacy sector in Japan. It also operates suburb and urban drug & cosmetics stores. Recently it has plans to develop commercial complexes with the theme of beauty and health and is otherwise strengthening initiatives in the beauty care sector. Ain Pharmaciez has regarded the "Ayura" brand as the one that may make a significant contribution to differentiating itself from its competitors when it develops business in the beauty care sector in the future. Thus, Ain Pharmaciez has agreed to acquire the shares of Ayura
Laboratories from the Company.
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2. Summary of Ayura Laboratories:
(1) Company name | Ayura Laboratories Inc. | |
(2) Location | 18-14, Minami Aoyama 3-chome, Minato-ku, Tokyo | |
Representative's name (3) and title | Toshihiro Tanaka, President and Representative Director | |
(4) Content of business | Sale of cosmetics, etc. | |
(5) Capital | ¥100 million | |
(6) Establishment | October 3, 1994 | |
Principle shareholder and (7) shareholding ratio | 100% owned by Shiseido Company, Limited | |
Relationships between the (8) listed company and the relevant company | Capital relationship | As stated in (7) above, the Company owns a 100% interest in Ayura Laboratories. |
Relationships between the (8) listed company and the relevant company | Human resources relationship | The Company has appointed its employee as President and Representative Director of Ayura Laboratories. In addition, one of the Audit & Supervisory Board Members of the Company concurrently serves as an auditor of Ayura Laboratories. Furthermore, ten employees are on temporary assignment in Ayura Laboratories. |
Relationships between the (8) listed company and the relevant company | Transaction relationship | Between the Company and Ayura Laboratories, there are some transactions such as commissioning of manufacturing through the Company's another subsidiary. |
(9) Consolidated operating results and consolidated financial position of the relevant company for the most recent three years | ||
Fiscal Period | Fiscal year ended March, 2015 | |
Net sales | 2,771 million yen | |
Operating income (loss) | -185 million yen | |
Ordinary income (loss) | -190 million yen | |
Net income (loss) | -120 million yen | |
Net income (loss) per share (yen) | -20,054 yen |
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3. Summary of Ain Pharmaciez
(1) Company name | Ain Pharmaciez Inc. | |
(2) Location | 4-30, Higashi Sapporo Gojo 2-chome, Shiroishi-ku, Sapporo City, Hokkaido | |
Representative's name (3) and title | Kiichi Otani, President and Representative Director | |
(4) Content of business | dispensing pharmacy and sale of pharmaceuticals, cosmetics, etc. | |
(5) Capital | ¥8,682 million | |
(6) Establishment | August 2, 1969 | |
(7) Consolidated net assets | ¥48,046 million | |
(8) Consolidated total assets | ¥114,149 million | |
Principle shareholder and (9) shareholding ratio | Kiichi Otani (10.3%), Mizuho Trust & Banking Co., Ltd. Retirement Benefit Trust Account for Marubeni Corporation (7.7%), Seven & i Holdings Co., Ltd. (7.7%), The Hokkaido Bank, Ltd. (4.6%) | |
Relationships between the (10) listed company and the relevant company | Capital relationship | None |
Relationships between the (10) listed company and the relevant company | Human resources relationship | None |
Relationships between the (10) listed company and the relevant company | Transaction relationship | The Company sells cosmetics and other products to the relevant company through its consolidated subsidiary, Shiseido Sales Co., Ltd. |
Relationships between the (10) listed company and the relevant company | Whether or not to fall under the category of related party | None |
4. Number of shares to be transferred, transfer price and the numbers of shares held before
and after the transfer:
Number of shares held before the (1) transfer | 6,000 shares (Number of voting rights: 6,000) (Ratio of voting rights: 100%) |
(2) Number of shares to be transferred | 6,000 shares (Number of voting rights: 6,000) |
Number of shares to be held after the (3) transfer | 0 shares (Number of voting rights: 0) (Ratio of voting rights: 0%) |
(4) Related assets to be transferred | Trademark rights, design rights and others related to the "Ayura" brand |
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(5) Transfer price
The transfer price was determined through appropriate due diligence in the course of negotiation between the Company and Ain Pharmaciez. Specific amount of transfer price is not allowed to be disclosed pursuant to the confidentiality clause of the share and asset transfer agreement between the
Company and Ain Pharmaciez.
5. Schedule:
(1) Meeting of the Board of Directors | June 30, 2015 |
(2) Date of conclusion of the agreement | June 30, 2015 |
(3) Date of the transfer of the shares | August 31, 2015 (expected) |
6. Future outlook:
The effect of the transfer of the shares, etc. on the consolidated business results of the
Shiseido Group for the year ending December 31, 2015 will be minor.
The Company will strengthen cooperation with Ain Pharmaciez and other accounts and create "a life of beauty and culture" through its win-win relationships with such accounts and deliver them to consumers.
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