To whom it may concern,
January 18, 2022
Company name: HOSHIZAKI CORPORATION
Representative: Yasuhiro Kobayashi, Representative Director,
President & COO
(Securities code: 6465; First Section of the Tokyo Stock Exchange and
Nagoya Stock Exchange)
Inquiries: Tadashi Mizutani, Director (Tel: 0562-96-1320)
Notice Concerning share and quota acquisition by the subsidiary
HOSHIZAKI CORPORATION (hereafter referred to as Hoshizaki) announces that on January 18, 2022, according to Article 370 of the Companies Act and Article 26 of the Articles of Incorporation, it has passed a resolution in writing to make Brema Group S.p.A., an Italian manufacturer of commercial icemakers (hereafter referred to as Brema), a wholly-ownedsubsidiary by acquiring all the shares of Brema and all the quotas of Finimma S.r.l. (hereafter referred to as Finimma) through Hoshizaki Europe Holdings B.V., a subsidiary wholly owned by Hoshizaki. The details are as follows:
Further details:
1.Purpose of acquiring the shares and the quotas
Hoshizaki aims at the Global No.1 in the business of the commercial food service equipment, making an investment proactively in overseas business to expand its core business and develop new business in the market; especially, business expansion of the commercial icemakers is set as one of key strategies to achieve the goal.
Brema, an Italy based manufacturer of commercial icemakers, has a good reputation for its wide range of the products that are well recognized in the market as value price. Brema is also widely known outside Italy in such as Southern and Eastern Europe and the Middle East through its local sales networks including the aggressive supply business of icemakers to other food service equipment manufacturers.
In Europe and the Middle East, Hoshizaki has been focusing its business of commercial icemakers mainly in major large markets such as U.K., France, Germany and Scandinavian countries. Developing the business in the area of Southern and Eastern Europe and the Middle East is one of the challenges. Hoshizaki will accelerate the expansion of the business of commercial icemakers for the pursuit of the
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No.1 market share in the regions, making a full use of advantages of Brema's manufacturing base and sales networks.
Simultaneously with the acquisition of Brema's shares, Hoshizaki also purchases all the quotas of Finimma, a wholly-owning parent company of Imma Immobiliare S.p.A. (hereafter referred to as Imma) who owns the manufacturing premises of Brema, and makes Finimma a wholly-owned subsidiary.
2.Overview of the subsidiary who acquires shares and quotas
① | Company name | Hoshizaki Europe Holdings B.V. | |||||
② | Location | Amsterdam, the Netherlands | |||||
③ | Representative's name | Yosuke Matsunaga(Managing Director) | |||||
and title | |||||||
④ | Description of business | Holding Company | |||||
⑤ | Paid-in capital | 63,000K EUR(approx. 8,379M JPY) | |||||
⑥ | Established | November 3 2003 | |||||
⑦ | Owners and controlling | HOSHIZAKI CORPORATION | 100.00% | ||||
shares | |||||||
⑧ | Net Assets | 159,762K EUR(21,248M JPY)(As of end of December 2020) | |||||
⑨ | Total Assets | 159,811K EUR(21,254M JPY)(As of end of December 2020) | |||||
⑩ | Relationship between | Capital | It is a subsidiary of Hoshizaki | ||||
Hoshizaki and the | relationship | ||||||
subsidiary | |||||||
Employment | 2 of board members and 3 of employee of Hoshizaki | ||||||
relationship | are also serve as board member of the subsidiary and | ||||||
an employee of Hoshizaki is also serve as Managing | |||||||
Director of the subsidiary. | |||||||
Commercial | There is no commercial relationship between | ||||||
Relationship | Hoshizaki and the subsidiary. | ||||||
3.Overview of the companies whose shares and quotas are acquired | |||||||
Brema | |||||||
① | Company name | Brema Group S.p.A. | |||||
② | Location | Villa Cortese, Milan, Italy | |||||
③ | Representative's | Alessandro Maroli (CEO) | |||||
name and title | |||||||
④ | Description of business | Manufacturing and sales of commercial icemakers | |||||
⑤ | Paid-in capital | 208 K EURO (approx. 27 M JPY) | |||||
⑥ | Established | May 19 1985 | |||||
⑦ | Owners and controlling | Finice S.p.A. | 100.0% | ||||
shares | |||||||
2 |
⑧ Relationship between | Capital | There is no capital relationship between | ||||
Hoshizaki and Brema | relationship | Hoshizaki and Brema. No capital | ||||
relationships exist between Hoshizaki's | ||||||
stakeholders or affiliates and Brema's | ||||||
stakeholders or affiliates. | ||||||
Employment | There is no employment relationship | |||||
relationship | between Hoshizaki and Brema. No | |||||
employment relationships exist between | ||||||
Hoshizaki's stakeholders or affiliates and | ||||||
Brema's stakeholders or affiliates. | ||||||
Commercial | There is no commercial relationship | |||||
relationship | between Hoshizaki and Brema. No material | |||||
commercial relationships exist between | ||||||
Hoshizaki's stakeholders or affiliates and | ||||||
Brema's stakeholders or affiliates. | ||||||
⑨ Brema's recent results of operations and financial condition (1 EUR = 133 JPY) | ||||||
Financial year ending | Sep 2018 | Dec 2019 | Dec 2020 | |||
Net assets | 33,779 K EUR | 41,892 K EUR | 49,503 K EUR | |||
(4,492 M JPY) | (5,571 M JPY) | (6,583 M JPY) | ||||
Total assets | 42,470 K EUR | 52,188 K EUR | 63,949 K EUR | |||
(5,648 M JPY) | (6,941 M JPY) | (8,505 M JPY) | ||||
Sales | 60,235 K EUR | 65,981 K EUR | 41,888 K EUR | |||
(8,011 M JPY) | (8,775 M JPY) | (5,571 M JPY) | ||||
Operating income | 10,514 K EUR | 11,113 K EUR | 7,267 K EUR | |||
(1,398 M JPY) | (1,478 M JPY) | (966 M JPY) | ||||
Net income | 7,323 K EUR | 8,113 K EUR | 7,611 K EUR | |||
(973 M JPY) | (1,079 M JPY) | (1,012 M JPY) | ||||
Dividends | ― | ― | ― | |||
(―) | (―) | (―) | ||||
Note)Brema changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec 31th, 2019.
Finimma
① | Company name | Finimma S.r.l. |
② | Location | Villa Cortese, Milan, Italy |
③ | Representative's | Alessandro Maroli (Director) |
name and title | ||
④ | Description of business | Holding company |
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(a wholly-owning parent company of Imma(*)) | ||||||||
⑤ | Paid-in capital | 12 K EUR (approx. 1.6 M JPY) | ||||||
⑥ | Established | December 20 2019 | ||||||
⑦ | Owners and | Alessandro Maroli | 55.56% | |||||
controlling shares | Franca Marinoni | 44.44% | ||||||
⑧ | Relationship between | Capital | There is no capital relationship between | |||||
Hoshizaki and Finimma | relationship | Hoshizaki and Finimma. No capital | ||||||
relationships exist between Hoshizaki's | ||||||||
stakeholders or affiliates and Finimma's | ||||||||
stakeholders or affiliates. | ||||||||
Employment | There is no employment relationship | |||||||
relationship | between Hoshizaki and Finimma. No | |||||||
employment relationships exist between | ||||||||
Hoshizaki's stakeholders or affiliates and | ||||||||
Finimma's stakeholders or affiliates. | ||||||||
Commercial | There is no commercial relationship | |||||||
relationship | between Hoshizaki and Finimma. No | |||||||
material commercial relationships exist | ||||||||
between Hoshizaki's stakeholders or | ||||||||
affiliates and Finimma's stakeholders or | ||||||||
affiliates. | ||||||||
⑨ Finimma's recent results of operations and financial condition (1 EUR = 133 JPY) | ||||||||
Financial year ending | Dec 2019 | Dec 2020 | ||||||
Net assets | 9,436 K EUR | 9,640 K EUR | ||||||
(1,255 M JPY) | (1,282 M JPY) | |||||||
Total assets | 9,437 K EUR | 9,658 K EUR | ||||||
(1,255 M JPY) | (1,284 M JPY) | |||||||
Sales | ― | 0 K EUR | ||||||
(―) | (0 M JPY) | |||||||
Operating income | ▲0 K EUR | ▲32 K EUR | ||||||
(▲0 M JPY) | (▲4 M JPY) | |||||||
Net income | 230 K EUR | 203 K EUR | ||||||
(30 M JPY) | (27 M JPY) | |||||||
Dividends | ― | ― | ||||||
(―) | (―) | |||||||
(*) Imma | ||||||||
① | Company name | Imma Immobiliare S.p.A. | ||||||
② | Location | Villa Cortese, Milan, Italy | ||||||
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③ | Representative's | Franca Marinoni (Director) | |||||
name and title | |||||||
④ | Description of business | Business assets management company (for Brema's | |||||
factory premises) | |||||||
⑤ | Paid-in capital | 150 K EUR (approx. 19.9 M JPY) | |||||
⑥ | Established | July 15 2003 | |||||
⑦ | Owners and | Finimma S.r.l. | 100.00% | ||||
controlling shares | |||||||
⑧ | Relationship | Capital | There is no capital relationship between | ||||
between Hoshizaki | relationship | Hoshizaki and Imma. No capital | |||||
and Imma | relationships exist between Hoshizaki's | ||||||
stakeholders or affiliates and Imma's | |||||||
stakeholders or affiliates. | |||||||
Employment | There is no employment relationship | ||||||
relationship | between Hoshizaki and Imma. No | ||||||
employment relationships exist between | |||||||
Hoshizaki's stakeholders or affiliates and | |||||||
Imma's stakeholders or affiliates. | |||||||
Commercial | There is no commercial relationship | ||||||
relationship | between Hoshizaki and Imma. No material | ||||||
commercial relationships exist between | |||||||
Hoshizaki's stakeholders or affiliates and | |||||||
Imma's stakeholders or affiliates. | |||||||
⑨ Imma's recent results of operations and financial condition (1 EUR = 133 JPY) | |||||||
Financial year ending | Sep 2018 | Dec 2019 | Dec 2020 | ||||
Net assets | 8,074 K EUR | 8,305 K EUR | 8,541 K EUR | ||||
(1,073 M JPY) | (1,104 M JPY) | (1.136 M JPY) | |||||
Total assets | 14,167 K EUR | 13,619 K EUR | 13,734 K EUR | ||||
(1,884 M JPY) | (1,811 M JPY) | (1,826 M JPY) | |||||
Sales | 1,176 K EUR | 1,377 K EUR | 1,083 K EUR | ||||
(156 M JPY) | (183 M JPY) | (144 M JPY) | |||||
Operating income | 351 K EUR | 390 K EUR | 334 K EUR | ||||
(46 M JPY) | (51 M JPY) | (44 M JPY) | |||||
Net income | 226 K EUR | 231 K EUR | 236 K EUR | ||||
(30 M JPY) | (30 M JPY) | (31 M JPY) | |||||
Dividends | ― | ― | ― | ||||
(―) | (―) | (―) | |||||
Note)Imma changed the fiscal year-end: the financial year ending in Sep 2018 was from Sep 1st, 2017 through Sep 30th, 2018, and the financial year ending in Dec 2019 was from Oct 1st, 2018 through Dec 31 st, 2019.
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HOSHIZAKI Corporation published this content on 18 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 January 2022 01:24:09 UTC.