NISSIN FOODS GROUP

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2014.10.30

Notice of Acquisition of Additional Shares of Frente Co., Ltd.

Nissin Foods Holdings Co., Ltd. (President, Representative Director and CEO: Koki Ando, “the Company”) has announced that at its extraordinary Board of Directors meeting, which took place earlier today, a resolution was adopted to acquire additional shares of Frente Co., Ltd. (“Frente”), which is an equity-method affiliate of the Company, by underwriting a capital increase through private placement, as detailed below.

After this share acquisition, the ratio of voting rights in Frente owned by the Company will rise from the current level of 20.00% to 33.41%.

1. Purpose of the Share Acquisition

The Company’s Group (“the Group”) is working to capitalize on its superior development and technical capabilities to create products and to expand its business horizons in a bid to implement marketing and innovation not only in the instant noodle business but also in the businesses of chilled and frozen foods, confectioneries, beverages. The Group is striving to bolster and expand its confectionery business by executing a capital and business partnership agreement with BonChi Co., Ltd. (“BonChi”) in February 2014 in addition to Nissin Cisco Co., Ltd. (“Nissin Cisco”) and the Frente Group, which includes Koikeya Co., Ltd. and other affiliated companies. The Group is thus taking a variety of actions to produce group synergy.

Especially with Frente, the Group has constantly been working to strengthen its ties by, for example, in August 2012 acquiring additional shares in the company following the business and capital partnership formed in May 2011. Meanwhile, in terms of business, business and capital partnership formed in May 2011. Meanwhile, in terms of business, the Group is working with Frente in product development, marketing, sales and logistics. In addition, the Group and Frente have set up a joint venture in their overseas operations. The Group has thus been building tangible ties for collaboration in order to create synergy.

The Company has determined that the constructive strengthening of relations between the Group and Frente by increasing its stake in Frente in pursuit of greater group synergy would help achieve continued growth of the Group’s confectionery business and thus decided to carry out the share acquisition.

Specific collaborations with Frente in the past

(i) Collaboration in product development and marketing
a) The Frente Group’s development of new confectionery products, such as Potenon and KaraMucho Z, through the use of non-fry technology offered by the Company
b) The Frente Group’s development of new confectionery products based on the Company’s instant noodle brands, such as Chicken Ramen Potato Chips
(ii) Collaborations in sales and logistics
a) Joint logistical operations between the Frente Group and the Company’s group companies in specific regions
(iii) Human resources exchange
a) Dispatch of the Company’s marketing and sales personnel to the relevant sections of the Frente Group
b) Dispatch of Frente’s marketing, sales and research personnel to relevant sections of the Group
(iv) Collaboration in overseas operations
a) Setup of a joint venture in Hong Kong through Nissin Koikeya Foods (China & HK) Co., Ltd. (“Nissin Koikeya”)

2. Strategic Positioning of the Share Acquisition in the Nissin Foods Group

The Company announced its Medium-Term Business Plan 2015 in April 2013 and has continued to make positive investment in view of the long-term vision specified in it. The Medium-Term Business Plan 2015 and the long-term vision define as key growth areas not only the instant noodle business but also the confectionery business, in which synergy between instant noodles and global operations is expected.

At the moment, operations in the confectionery business are conducted by Nissin Cisco, a consolidated subsidiary of the Company, and by Frente and BonChi as the Company’s equity method affiliates. In order to grow the Group’s confectionery business into a pillar of the Group’s growth and revenue following the instant noodles business, the Group will work more proactively to expand business and to create mutual synergy after the share acquisition.

In the domestic market, a collaborative system among the three companies engaged in the confectionery business will be established and strengthened in marketing and new product development. In terms of sales, the Company will consider proposing joint storefront fairs and other sales promotional measures to retailers. With respect to products, it will consider the realization of mutual OEM operations through the use of their brands.

In terms of cost, the scope of joint logistical operations, which are already partly in action, will be expanded. In parallel, procurement of packaging and other raw materials commonly used by the three companies will be integrated. Future optimization of the locations of production bases will be studied with a view towards reaping greater cost advantages.

In addition, in overseas markets as well, the Company will expand the confectionary business into a business pillar second to the instant noodles business in accordance with the policy for shifting to multiple categories, which is also a strategy of the whole Group. Specifically, as is seen in the actions taken by Nissin Koikeya, the Company will take advantage of the business foundation in countries and regions where the Group already operates the instant noodle business in order to push ahead with the expansion of the confectionery business. In those regions where a high level of business feasibility is confirmed, full-scale expansion will be made by launching local production and so on.

Moreover, the Company is expected, as a holding company, to strengthen and accumulate functions and expertise as a platform for maximizing the effects of collaborations or synergy among multiple companies operating confectionery businesses by taking the measures mentioned above. The Company will make active use of these functions and expertise as a basis for speeding up new collaboration and partnerships with other companies engaged in the confectionary business or with companies in other business categories.

3. Schedule

  • Date of resolution at the Board of Directors October 30, 2014 (today)
  • Date of share acquisition November 18, 2014
  • 4. Number and Value of Shares to be Accepted and State of Ownership before and after the Acceptance

    (1) No. of shares before the acceptance 888,200 (No. of voting rights: 8,882) (Ratio of voting rights owned: 20.00%)
    (2) No. of shares to be accepted 894,000 (No. of voting rights: 8,940)
    (3) Acceptance value 2,638 yen per share
    (4) Total value of acceptance 2,358,372,000 yen
    (5) No. of shares after the acceptance 1,782,200 (No. of voting rights: 17,822) (Ratio of voting rights owned: 33.41%)

    Note:

    In the calculation of the ratio of voting rights owned before the acceptance, the denominator is 44,395, which represents the number of voting rights of all shareholders, excluding fractional shares, as of June 30, 2014 stated in Frente’s securities report for the 38th period, which was submitted to the Kanto Finance Bureau on September 29, 2014.

    In the calculation of the ratio of voting rights owned after the acceptance, the denominator is 53,335, which is the number calculated by adding the increase portion of voting rights, i.e. 8,940, following the private placement to the number of voting rights of all the shareholders before the acceptance.

    5. Future Outlook

    This share acquisition is forecasted to have minor impacts on the Company’s nonconsolidated and consolidated financial results for the fiscal year ending March 31, 2015.

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