Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President & CEO: Masami Iijima) agreed to transfer a part of its shares in MIKUNI COCA-COLA BOTTLING CO., LTD. ("MIKUNI CCBC"), 10,610,100 shares (22.0% of total voting rights), to European Refreshments ("ER"), a wholly owned subsidiary of The Coca-Cola Company ("TCCC") for consideration of JPY 15.49 billion, JPY 1,460 per share, and the share transfer agreement was concluded today.
Considering the realization of business integration of 4 Coca-Cola bottlers in Kanto region including MIKUNI CCBC, and Mitsui's corporate strategy to optimize its business portfolio, Mitsui has decided to transfer a part of common stocks of MIKUNI CCBC it holds to ER. In addition, to continue to support the enhancement of enterprise value of MIKUNI CCBC after the share transfer, Mitsui today concluded a business alliance agreement with MIKUNI CCBC.
1. Change in the Shareholding of Mitsui in MIKUNI CCBC by the Anticipated Share Transfer
|Shares held by Mitsui before transfer||17,239,699 shares (35.7% of total voting rights)|
|Shares to be transferred from Mitsui to ER||10,610,100 shares|
|Shares held by Mitsui after transfer||6,629,599 shares (13.7% of total voting rights)|
2. Corporate Profile of MIKUNI CCBC (as of September 30, 2012)
|(1) Corporate Name||MIKUNI COCA-COLA BOTTLING CO., LTD.|
|(2) Representative||Motoyoshi Shiina, Representative Director, President & CEO|
|(3) Address||180, Kano, Okegawa, Saitama, Japan|
|(4) Date of Establishment||August 14, 1963|
|(5) Business Activities||Manufacturing and distribution of soft drinks|
|(6) Number of Employees (Consolidated)||1,761 (as of December 31, 2011)|
|(7) Amount of Capital||JPY 5,407 million|
|(8) Shares Outstanding||53,555,732 shares|
3. Corporate Profile of TCCC (as of September 30, 2012)
|(1) Corporate Name||The Coca-Cola Company|
|(2) Representative||Chairman of the Board and Chief Executive Officer, Muhtar Kent|
|(3) Address||Atlanta, State of Georgia, USA|
|(4) Date of Establishment||September 5, 1919|
|(5) Business Activities||Distribution of non-alcoholic beverage (including syrup)|
|(6) Amount of Capital||US$ 1,760 million|
4. Content of Business Alliance with MIKUNI CCBC
After execution of the share transfer, in order to support the enhancement of enterprise value of MIKUNI CCBC, Mitsui will have a right to nominate 1 candidate for director and 1 candidate for corporate auditor on or after the general shareholders meeting of MIKUNI CCBC for FYE December 2012 (scheduled to be held in March 2013).
|(1) Execution Date of the Share Transfer Agreement||December 14, 2012|
|(2) Execution Date of the Business Alliance Agreement||December 14, 2012|
|(3) Closing Date of the Share Transfer||December 20, 2012 (planned)|
6. Future Outlook
Upon completion of this transaction, MIKUNI CCBC will be excluded from Mitsui's associated company.
This announcement contains forward-looking statements. These forward-looking statements are based on Mitsui's current assumptions, expectations and beliefs in light of the information currently possessed by it and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, financial position or cash flows to be materially different from any future results, financial position or cash flows expressed or implied by these forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest Annual Securities Report and Quarterly Securities Report, and Mitsui undertakes no obligation to publicly update or revise any forward-looking statements.
This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.