RNS Number:8679S
Skylark Co., Ltd
19 October 2005
September 28, 2005
Name of the Company: Skylark Co., Ltd.
Representative: Yasutaka Ito,
President and CEO
Code No.: 8180 (1st Section of the Tokyo Stock Exchange)
Contact: Koichi Takatori, Director, Finance and Accounting Manager
Phone: 0422-37-5209
Notice of Agreement with Kozosushi So-Honbu Co., Ltd., for Stock Acquisition and
Capital and Business Tie-up
Skylark Co., Ltd. ("Skylark") hereby announces that its Board of Directors, at
its meeting held on September 28, 2005, adopted resolutions to acquire 30.04% of
stock in Kozosushi So-Honbu Co., Ltd. ("Kozosushi So-Honbu") and to conclude
an agreement to establish a capital and business tie-up between the two
corporations.
1. Reason for acquisition of stock
The Skylark Group has advocated "Industry-Wide Partnerships" based on its
5-Year Medium-Term Business Plan, which calls for achieving annual sales of one
trillion yen to develop into a substantial leader in the food service industry.
We have negotiated partnerships vigorously, especially in the field of home meal
replacement business, in which the Group has a low market share, and in our
view, requires a strong alliance.
The Skylark Group and Kozosushi So-Honbu today concluded a capital and business
tie-up agreement, under which they have agreed to join hands in seeking to be a
real number one in the food service business.
Skylark has decided to acquire stock in Kozosushi So-Honbu with a view to
deepening a relationship of trust and cooperation between the two corporations
and making this business tie-up a firm and fruitful one.
2. Details of acquisition of stock
(1) Skylark will acquire 30.04% of all outstanding shares of stock issued by
Kozosushi So-Honbu, for an acquisition price of approximately 3.5 billion yen,
by means of privately negotiated transactions, from Mr. Masuji Yamaki and other
shareholders of Kozosushi So-Honbu.
(2) Number of shares Skylark will acquire and its stock ownership position
prior and consequent to acquisition
+--------------------------------------------+----------------+
|Pre-event number of shares owned by Skylark | 0 share|
+--------------------------------------------+----------------+
|Number of shares Skylark will acquire |3,962,500 shares|
+--------------------------------------------+----------------+
|Post-event number of shares owned by Skylark|3,962,500 shares|
+--------------------------------------------+----------------+
|Post-event ratio of shares owned by Skylark | 30.04%|
+--------------------------------------------+----------------+
3. Outline of business tie-up
(1) Skylark Group's purpose in establishing business tie-up with Kozosushi
So-Honbu
Developing a full-scale alliance in the home meal replacement business based
on the 5-Year Medium-Term Business Plan
Assimilating a new know-how of franchising system
(2) Details of business tie-up
Utilizing the Skylark Group's sourcing processes and buying power to
enhance the quality and reduce the costs of products offered by Kozosushi
So-Honbu
Utilizing the Skylark Group's network of logistics and distribution
channels to enhance the quality and reduce the costs of products offered by
Kozosushi So-Honbu
Utilizing the Skylark Group's outlet development and maintenance
capabilities for Kozosushi So-Honbu
(3) Secondment of directors and other leadership
The Skylark Group intends to second its staff to Kozosushi So-Honbu,
including members of the Board. Such Board members will be seconded, contingent
on approval at an Annual General Meeting of Shareholders of Kozosushi So-Honbu
scheduled for March 2006.
4. Profile of counter partner in stock acquisition and business tie-up
agreement
(1) Trade name: Kozosushi So-Honbu Co., Ltd.
(2) Representative: Takeshi Yamada, Representative Director
and President
(3) Head office: 13-10, 3-chome, Minami-Ikebukuro,
Toshima-ku, Tokyo
(4) Established: February 18, 1972
(5) Business description: Developing direct-managing outlets supplying
takeout sushi, kaiten (conveyor-belt) sushi
and home delivery sushi; and providing food
materials and management guidance to
franchisee as the Kozosushi chain franchiser
(6) Fiscal year end: December
(7) Number of employees: 580
(Temporary employees not included; For the
fiscal year ending December 31, 2004;
Consolidated)
(8) Principal places of business:
1,192 outlets deployed nationwide
(Franchised outlets included; At end of June
2005; Consolidated)
(9) Capital: 1,458 million yen (At end of June 2005)
(10) Number of shares issued and outstanding:
13,188,884 shares (At end of June 2005)
(11) Major shareholders and stock ownership ratios: (At end of June 2005)
Masuji Yamaki 12.13%
Shin-ei Foods Corporation 7.61%
Hideki Yamaki 4.96%
Sumitomo Mitsui Banking Corporation 2.44%
Yuichi Nakamura 2.20%
(12) Business results in most recent fiscal Years
+----------------------+---------------------+---------------------+
| | The fiscal year | The fiscal year |
| | ending December 31, | ending December 31, |
| | 2003 | 2004 |
+----------------------+---------------------+---------------------+
|Net sales | 35,645 million yen| 34,302 million yen|
+----------------------+---------------------+---------------------+
|Gross profit | 18,779 million yen| 18,473 million yen|
+----------------------+---------------------+---------------------+
|Operating income | 182 million yen| 247 million yen|
+----------------------+---------------------+---------------------+
|Ordinary income | 207 million yen| 259 million yen|
+----------------------+---------------------+---------------------+
|Net loss | 715 million yen| 124 million yen|
+----------------------+---------------------+---------------------+
|Total assets | 17,640 million yen| 16,715 million yen|
+----------------------+---------------------+---------------------+
|Shareholders' equity | 8,293 million yen| 8,006 million yen|
+----------------------+---------------------+---------------------+
|Cash dividend per | 15 yen| 10 yen|
|share | | |
+----------------------+---------------------+---------------------+
5. Schedule of events
(1) September 28, 2005: Skylark concludes capital and business tie-up
agreement with Kozosushi So-Honbu.
(2) September 28, 2005: Skylark signs stock transfer agreement with
shareholders of Kozosushi So-Honbu.
(3) October 6, 2005: Skylark purchases stock from the
shareholders by means of privately negotiated
transactions.
6. Projections for years ahead
The impact of these new agreements on Skylark's consolidated business results
projected for the fiscal year ending December 31, 2005 is insignificant.
Projections for the fiscal year ending December 31, 2006 and the years beyond
are currently under close review and will be disclosed as soon as practically
possible once ready for public announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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