MORINAGA MILK INDUSTRY CO., LTD. August 9, 2022
Company name: Morinaga Milk Industry Co., Ltd. 5-33-1 Shiba, Minato-ku, Tokyo
Representative: Yohichi Ohnuki,
President & Representative Director (Code: 2264, Prime Market of the Tokyo Stock Exchange)
(Additional Disclosure) Notice Regarding Approval of Share Purchase Agreement
The Company's Board of Directors resolved, at the meeting held today, to approve the execution of a Share Purchase Agreement to acquire ordinary shares of NutriCo Morinaga (Private) Limited (hereinafter, 'NutriCo Morinaga') from its existing shareholders. Following closing/completion of the acquisition, NutriCo Morinaga shall become the Company's subsidiary, as announced in "Conclusion of a Memorandum of Understanding to Acquire Shares (Acquire a Subsidiary)" dated July 14, 2022.
1. Profile of subsidiary undergoing change (As of June 30, 2022)
(1) | Company name | NutriCo Morinaga (Private) Limited | |
(2) | Head office address | ICI House, 5 West Wharf, Karachi, Pakistan | |
(3) | Representative | Asif Jooma, Chief Executive | |
(4) | Business | Import, production, and sales of infant and toddler formula | |
(5) | Capital | PKR 8,212,500,000 (JPY 5,338,125,000)*1 | |
(6) | Establishment | March 6, 2017 | |
(7) | Major shareholders and | 1) ICI Pakistan Limited: 51.00% | |
shareholding ratios | 2) Morinaga Milk Industry Co., Ltd.: 17.73% | ||
3) Unibrands (Private) Limited: 13.07% | |||
(8) | Relationship between the | Capital | The company potentially undergoing change is an affiliate of |
listed company and the | the Company. | ||
subsidiary undergoing | Personnel | One director has been dispatched from the Company. | |
change | |||
Trading | The Company has the following trading relationships with the | ||
company undergoing change: | |||
1) Sales of the Company's infant and toddler formula | |||
2) Sales of ingredients for infant and toddler formula | |||
3) Trademark licensing and technical assistance agreements | |||
(9) Financial status and business results of the company undergoing change for the past three years*1, 2, 3, 4
Fiscal year | FYE June 2020 | FYE June 2021 | FYE June 2022 |
Net assets | PKR 5,947,662,938 | PKR 5,830,000,236 | PKR 6,629,499,000 |
JPY 3,865,980,909 | JPY 3,789,500,153 | JPY 4,309,174,000 | |
Total assets | PKR 13,751,137,923 | PKR 13,908,803,742 | PKR 14,661,623,000 |
JPY 8,938,239,649 | JPY 9,040,722,432 | JPY 9,530,054,000 | |
Net assets per share | PKR 72.42 | PKR 70.99 | PKR 80.72 |
JPY 47.07 | JPY 46.14 | JPY 52.47 | |
Net sales | PKR 10,498,087,614 | PKR 12,557,376,577 | PKR 13,894,657,000 |
JPY 6,823,756,949 | JPY 8,162,294,775 | JPY 9,031,527,000 | |
Operating income | PKR 1,474,633,700 | PKR 1,157,725,731 | PKR 1,917,648,000 |
JPY 958,511,905 | JPY 752,521,725 | JPY 1,246,471,000 | |
Profit | PKR 800,654,387 | PKR 582,337,298 | PKR 799,499,000 |
JPY 520,425,351 | JPY 378,519,243 | JPY 519,674,000 |
Profit per share | PKR 9.75 | PKR 7.09 | PKR 9.74 |
JPY 6.34 | JPY 4.61 | JPY 6.33 | |
Dividend per share | PKR 24.35 | PKR 20.70 | PKR 0.00 |
JPY 15.83 | JPY 13.46 | JPY 0.00 |
*1 Amounts are converted to JPY using the exchange rate of PKR 1 = JPY 0.65.
*2 NutriCo Morinaga merged with NutriCo Pakistan (Private) Limited with effect from July 1, 2021. The financial status and business results for FYE June 2020 to FYE June 2022, therefore, represent the combined results for NutriCo Morinaga and NutriCo Pakistan (Private) Limited.
*3 Figures represented in "The financial status and business results for FYE June 2020 to FYE June 2022 are based on the local accounting standards adopted by NutriCo Morinaga, therefore, "Ordinary Income" which is common in Japan's accounting standards is not listed.
*4 Since the latest financial information is obtained, the business results for the FYE June 2022 are listed.
2. Number of shares to be acquired, acquisition cost, and status of shareholding before and after the acquisition
(1) | Number of shares owned by the | 14,563,500 shares |
Company before the change | (Number of voting rights: 14,563,500, percentage of voting rights: | |
17.73%) | ||
(2) | Number of shares to be acquired | 27,322,987 shares (Number of voting rights: 27,322,987) |
(3) | Acquisition cost | Total share acquisition cost: USD 57,003,000 (JPY 7,695,405,000)*5, 6 |
(4) | Number of shares owned by the | 41,886,487 shares |
Company after the change | (Number of voting rights: 41,886,487, percentage of voting rights: | |
51.00%) |
*5 "Acquisition cost" includes advisory fees approximately JPY 60,000,000.
*6 Amounts are converted to JPY using the exchange rate of USD 1 = JPY 135.
3. Change schedule
(1) | Date of concluding memorandum of | July 15, 2022 |
understanding | ||
(2) | Date of resolution of the Company's | August 9, 2022 |
Board of Directors | ||
(3) | Date of execution of Share Purchase | August 26, 2022 (Planned) |
Agreement | ||
(4) | Date of change in subsidiary | Undecided |
Effective date of transfer of shares |
4. Future outlook
This change will have an immaterial effect on the Company's consolidated results for the current fiscal year.
Disclaimer: This English translation is provided for the benefit of readers. In the case that discrepancies exist between the original Japanese version and
the English translation, precedence goes to the original Japanese version.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Morinaga Milk Industry Co. Ltd. published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 07:25:10 UTC.
