TOKYO, August 27, 2015 – Ajinomoto Co., Inc. (“Ajinomoto Co.”) announces that today it decided to transfer all issued and outstanding shares of Ajinomoto Sweeteners Europe S.A.S. (“ASE”) of France, a wholly owned subsidiary of Ajinomoto Co., to HYET Holding B.V. (“HH”) of the Netherlands.
1. Overview of the Share Transfer Agreement
Ajinomoto Co. will transfer all issued and outstanding shares of ASE to HH.
Scheduled date to sign the agreement: Early September 2015 Number of shares to be transferred: 3,400,000 shares (100% of issued and outstanding shares) Transfer price: EUR 1 (Approximately JPY 135) Scheduled transfer date: October 1, 2015 2. Background of the Share Transfer
Ajinomoto Co. has adopted “FIT & GROW with Specialty” (growth driver advancement and further reinforcement of business structure with unique Ajinomoto Group specialty) as key principles of its FY2014-2016 Medium-Term Management Plan. In its sweeteners business, Ajinomoto Co. is further promoting specialty by expanding its product domains for Japanese and overseas consumers under these key principles, with the aim of providing products that are both delicious and low in calories. On the other hand, the company has been studying the appropriate state of its production system for its commodity product aspartame, an amino acid-based sweetener.
The aspartame business of Ajinomoto Co. began in 1982 and currently its Tokai Plant (Yokkaichi City, Mie Prefecture, Japan) and ASE in France handle production, with sales in approximately 80 countries and regions worldwide. The size of the global market for aspartame has been basically unchanged for the past three years, but the profitability of Ajinomoto Co.’s aspartame business is on a downward trend, with a decline in selling prices due to a series of new market entrants since 2000. To strengthen the structure of this business, Ajinomoto Co. decided in 2014 to consolidate its aspartame production bases at the Tokai Plant and began considering candidate purchasers for ASE. In May 2015, Ajinomoto Co. received a formal offer from HYET Sweet B.V. (“HS”), an import and sales company for sweeteners and other products based in the Netherlands, and has reached an agreement on conditions of the sale, including the employment continuation period for ASE employees, and made arrangements for the signing of the share transfer agreement. HH, which is a fellow subsidiary of HS, is a holding company that has been newly established in connection with this share transfer. Ajinomoto Co. will further promote specialty by strengthening the structure of its sweeteners business through the consolidation of its aspartame production bases. 3. Impact on Business Results
Ajinomoto Co. expects to record an extraordinary loss of around JPY 7.0 billion from this sale, and has incorporated the loss in its consolidated performance forecast for the fiscal year ending March 31, 2016, which it announced on May 8, 2015.
On the other hand, because Ajinomoto Co. will record an extraordinary gain from the sale of its equity in an affiliate as announced in its press release “Ajinomoto Co., Inc. to Transfer All of Its Equity in Its Instant Noodle Joint Venture with Nissin Foods Holdings Co., Ltd. in Brazil to Nissin Foods Holdings Co., Ltd.,” dated August 27, 2015, it has issued “Revision to Consolidated Performance Forecast for the Fiscal Year Ending March 31, 2016” on the same date. Please refer to these press releases for details. Overview of Ajinomoto Sweeteners Europe S.A.S.
Overview of HYET Holding B.V.
About Ajinomoto Co.
Ajinomoto Co. is a global manufacturer of high-quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and specialty chemicals. For many decades Ajinomoto Co. has contributed to food culture and human health through wide-ranging application of amino acid technologies. Today, the company is becoming increasingly involved with solutions for improved food resources, human health and global sustainability. Founded in 1909 and now operating in 26 countries and regions, Ajinomoto Co. had net sales of JPY 1,006.6 billion (USD 9.17 billion) in fiscal 2014. For more about Ajinomoto Co. (TYO: 2802), visit www.ajinomoto.com.
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