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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) signed a tender and support agreement on August 28, 2023 to divest all of its equity interests in Thorne HealthTech, Inc. ("Thorne"), its 29.1%-owned affiliate engaged in developing innovative solutions for delivering personalized approaches to health and wellness in the U.S., to a newly-formed entity affiliated with L Catterton, a U.S. based investment firm, for purposes of consummating the transaction, for approximately USD 160 million (approximately JPY 23 billion) (the "Transaction"). The Transaction is expected to be completed by the end of 2023, subject to the terms and conditions of the agreement under which L Catterton agreed to acquire Thorne.
Mitsui will record a profit following the completion of the Transaction, which was not reflected in Mitsui's forecast for the fiscal year ending March 2024 announced on May 2, 2023.
Following its investment in Thorne in 2018, Mitsui has further developed its wellness business, including the participation in Eu Yan Sang International Ltd., a leading Singapore-based consumer healthcare brand, in Asia in November of 2022.
Mitsui has identified Wellness Ecosystem Creation as one of its key strategic initiatives in the Medium-term Management Plan 2026. In addition to healthcare and prevention, we will contribute to improvement in quality of life through provision of healthy foods and nutrition.
1. Overview of Thorne
Please scroll horizontally to look at table below.
| (1) Name | Thorne HealthTech, Inc. | ||
|---|---|---|---|
| (2) Location | 152 W. 57th Street New York, New York, U.S. | ||
| (3) Title and name of representative | Paul Jacobson (CEO) | ||
| (4) Description of business | Developer, manufacturer and supplier of high-quality dietary supplements Provider of home testing kits |
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| (5) Capital | USD 534,875 (JPY 78 million) Converted at a USD/JPY rate of 145 |
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| (6) Date of establishment | 1984 | ||
| (7) Major shareholders and ownership ratios | Mitsui 29.1% | ||
| (8) Relationship between Mitsui and the said company | Capital relationship | Thorne is 29.1% owned by Mitsui. | |
| Personnel relationship | Mitsui dispatches an independent director and an employee to Thorne. | ||
| Business relationship | N/A | ||
| (9) Operating results and financial positions of said company for the last three years Converted at a USD/JPY rate of 145 |
|||
| Fiscal year ended | FY December, 2020 | FY December, 2021 | FY December, 2022 |
| Total assets | USD 115 mil JPY 16,746 mil |
USD 175 mil JPY 25,418 mil |
USD 230 mil JPY 33,322 mil |
| Total shareholders' equity | USD (87) mil JPY (12,591) mil |
USD 118 mil JPY 17,158 mil |
USD 147 mil JPY 21,265 mil |
| Revenue | USD 138 mil JPY 20,076 mil |
USD 184 mil JPY 26,724 mil |
USD 229 mil JPY 33,166 mil |
| Operating income | USD 1 mil JPY 147 mil |
USD 10 mil JPY 1,414 mil |
USD 5 mil JPY 795 mil |
| Net income | USD (3.4) mil JPY (487) mil |
USD 3.7 mil JPY 543 mil |
USD 15.7 mil JPY 2,273 mil |
| Net income per share | USD (0.34) JPY (49) |
USD 0.14 JPY 20 |
USD 0.30 JPY 44 |
2. Overview of the counterparty to the acquisition of shares
| (1) Name | An affiliate of L Catterton Management Ltd |
|---|---|
| (2) Location | 599 West Putnam Ave, Greenwich, CT 06830 U.S. |
| (3) Description of business | Private Equity Fund |
3. Number of shares transferred, transfer price, and shareholding before and after the transfer
| (1) Number of shares held before the change | Common stock: 15,674,235 shares (Ratio of voting rights held: 29.1%) Warrants: 56,515 |
|---|---|
| (2) Number of shares transferred | 15,730,750 shares |
| (3) Number of shares held after the change | 0 shares (Ratio of voting rights held: 0%) |
| (4) Transfer price | USD 10.20/share |