Asrapport Dining Co., Ltd. agreed to acquire remaining 58.1% stake in Japan Food & Liquor Alliance Inc. for ¥6.8 billion.
March 15, 2018
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Asrapport Dining Co., Ltd. (JASDAQ:3069) agreed to acquire remaining 58.1% stake in Japan Food & Liquor Alliance Inc. (TSE:2538) for ¥6.8 billion on March 15, 2018. On March 16, 2018, a share exchange agreement is concluded. As per terms, total 11.04 million new shares of Asrapport Dining Co., Ltd. will be issued at the exchange ratio of 0.09. Asrapport Dining Co., Ltd. currently owns 88.4 million shares in Japan Food & Liquor Alliance Inc. Post completion, Japan Food & Liquor Alliance Inc. will operate as a wholly owned subsidiary. Japan Food & Liquor Alliance Inc. shall be delisted from Tokyo Stock Exchange on July 27, 2018.
The deal is subject to approval from shareholders of Asrapport Dining Co., Ltd. and Japan Food & Liquor Alliance Inc. on June 26, 2018. The Board of Directors of Japan Food & Liquor Alliance Inc. resolved the deal on March 15, 2018 and that of Asrapport Dining Co., Ltd. resolved the deal on March 16, 2018. On June 26, 2018, the shareholders of Japan Food & Liquor Alliance Inc. approved the deal. The shareholders of Asrapport Dining Co., Ltd. approved the transaction on June 28, 2018. Completion is expected to take place on August 1, 2018. SMBC Nikko Securities, Inc. acted as third party appraiser in the deal for Asrapport Dining Co., Ltd. Abe Ikubo & Katayama acted as legal advisor to Asrapport Dining Co., Ltd. AGS Consulting Co., Ltd acted as third party appraiser and Nakanoshima Chuo Law Office acted as legal advisor to Japan Food & Liquor Alliance Inc. Ikubo Abe and Katayama of SMBC Nikko Securities Inc. acted as financial advisors for JFLA Holdings Inc. Nakanoshima Chuo Law Office of AGS Consulting Co., Ltd. acted as financial advisor for Japan Food & Liquor Alliance Inc.
JFLA Holdings Inc., formerly Asrapport Dining Co., Ltd. is a Japan-based company mainly engaged in the operation of restaurants. The Company operates in three business segments. The Sales segment is engaged in the operation of restaurants under the names Gyu-Kaku, Toriden, Odaidoko and Tori-tetsu, among others. The Marketing segment is engaged in the wholesale of food ingredients, as well as manufacturing and processing of food ingredients. The Production segment is engaged in processing consignment projects for surplus milk, manufacture and sale of various dairy products, as well as production of animal feed products. The others business provides sales promotion consulting services, restaurant rental business and store development business.