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- Mitsui & Co., Ltd.
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Main Contents
Mitsui & Co., Ltd. (“Mitsui”, Head Office: Tokyo, President and CEO: Kenichi Hori) currently owns 30% of shares in RGF Staffing Delaware, Inc. (“RGF”), the holding company of The CSI Companies, Inc. (“CSI”), which engages in services related to the staffing and referral of professionals in the US. Today, Mitsui decided to divest all of the shares it owns in RGF to the Dutch company RGF Staffing B.V. for USD 130.5 million (approx. JPY 19.0 billion) (the “Transaction”), and a share sale and purchase agreement has been concluded for this purpose. It is expected that the Transaction will be completed during the fiscal year ending March 2024.
Since investing in RGF in 2010, Mitsui has built a specialist human resources staffing and referral business for a wide range of medical professionals, including the acquisition of The Delta Companies, which operates a staffing and referral business for phycisans and physical therapists in the US, in 2014, and Accountable Healthcare Holdings Corporation, which operates a nurse dispatch business in the US, in 2017. This Transaction is part of Mitsui’s strategic portfolio reconfiguration.
1. Overview of RGF
| （1）Name | RGF Staffing Delaware, Inc. | ||
|---|---|---|---|
| （2）Location | 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, U.S.A. | ||
| （3）Title and name of representative | Rob Zandbergen (Chairman, President) | ||
| （4）Description of business | Holding company of The CSI Companies, Inc., which engages in the staffing and referral of professionals | ||
| （5）Date of establishment | June 2, 2010 | ||
| （6）Major shareholders and ownership ratios | RGF Staffing B.V. 70% Mitsui 30% |
||
| （7）Relationship between Mitsui and the said company | Capital relationship | RGF Staffing Delaware, Inc. is 30% owned by Mitsui | |
| Personnel relationship | None | ||
| Business relationship | None | ||
2. Overview of the counterparty to the transfer of shares
| （1）Name | RGF Staffing B.V. | |
|---|---|---|
| （2）Location | P.J. Oudweg 61, 1314 CK Almere, Netherlands | |
| （3）Description of business | Holding company of the staffing service business of Recruit Holdings Co., Ltd. | |
| （4）Relationship between Mitsui and the said company | Capital relationship | None |
| Personnel relationship | None | |
| Business relationship | None | |
3. Number of shares transferred, transfer price, and shareholding before and after the transfer
| （1）Number of shares held before the change | 300 shares (Ratio of voting rights held: 30%) |
|---|---|
| （2）Number of shares transferred | 300 shares |
| （3）Number of shares held after the change | 0 shares (Ratio of voting rights held: 0%) |
| （4）Transfer price | USD 130.5 million |
4. Schedule
| （1）Date of internal approval | December 15, 2023 |
|---|---|
| （2）Date of agreement signing | December 15, 2023 |
| （3）Completion date of the transfer | During the fiscal year ending March 2024 (scheduled) |
5. Outlook
As stated above, the Transaction is expected to be completed by the end of the fiscal year ending March 2024. Mitsui will record a profit of approx. JPY 11.0 billion following the completion of the Transaction. The profit has been reflected in Mitsui’s forecast for the fiscal year ending March 2024 announced on October 31, 2023.