Announcement Regarding the Acquisition of Full Ownership
of Naris Cosmetics Vietnam Co., Ltd.
by ROHTO Mentholatum (Vietnam) Co., Ltd.
Sep 26, 2022
ROHTO Pharmaceutical Co., Ltd. (Head Office: Ikuno-ku, Osaka, President: Masashi Sugimoto, hereinafter referred to as "the Company") is pleased to announce that it has decided to acquire full ownership of Naris Cosmetics Vietnam Co., Ltd. (hereinafter referred to as "NCV"), a cosmetics manufacturing company, through its Vietnamese subsidiary, ROHTO Mentholatum (Vietnam) Co., Ltd. (hereinafter referred to as "RMV"). The transfer of NCV's ownership stake is expected to be completed by the end of 2022, subject to the necessary permits and approvals in Vietnam.
Notation
1. Reasons for the Ownership Acquisition
NCV is a cosmetics manufacturing company located in Binh Duong Province, in the suburbs of Ho Chi Minh City, Vietnam, with a land area of 2.0 hectares. Since its inception in December 2015, NCV has been producing and supplying high-quality basic skincare products such as lotion and emulsion, as well as makeup products including lipstick, primarily to Japan and other Southeast Asian countries. ROHTO Pharmaceutical Co., Ltd. and Naris Cosmetics Co., Ltd., the current holder of NCV's ownership stake, have reached an agreement for the transfer of NCV's full ownership stake to our company. Employees of NCV's factory will continue to be engaged in production activities. Through this acquisition, we aim to enhance the competitiveness of both factories, RMV's factory in Binh Duong Province and NCV's manufacturing capabilities, to meet the increasing demand for ROHTO Group's cosmetics products in the rapidly growing Vietnamese and Southeast Asian markets, thereby achieving sustainable medium and long-term growth for ROHTO Group in the region.
2. Ownership Stake Acquisition/Ownership Stake Before and After the Acquisition
(1) Ownership Stake Before the Transfer: 0%
(2) Ownership Stake Acquired: 100%
(3) Acquisition Price: Undisclosed (Subject to a confidentiality agreement)
(4) Ownership Stake After the Transfer: 100%
3. Company Profiles Related to This Matter
[ROHTO Mentholatum (Vietnam)].
(1) Name: ROHTO-MENTHOLATUM (VIETNAM) CO., LTD.
(2) Headquarters: 16 VSIP, Street 5, Vietnam-Singapore Industrial Park, Thuan An City, Binh Duong Province, Vietnam
(3) Position and Name of Representative: General Director Hirofumi Shiramatsu
(4) Business Activities: Mainly manufacturing and selling OTC pharmaceuticals, cosmetics, health food, and medical devices
(5) Capital: VND 245,104 million (as of March 2022)
(6) Date of establishment: July 18, 1997
(7) Number of Employees: 1,299 (as of June 2022)
(8) Recent Financial Performance: Sales revenue of JPY 7,967 million (FY12/2021)
[Naris Cosmetics Vietnam Company]
(1) Name: NARIS COSMETICS VIETNAM CO., LTD.
(2) Headquarters: Lot No,18-4,18-5 ,3B Street, PITP, An Tay Ward, Ben Cat Town, Binh Duong Province, Vietnam
(3) Position and Name of Representative: Representative Director and General Director Ryoichi Yokomichi
(4) Business Activities: Mainly manufacturing and exporting cosmetics and related products
(5) Capital: VND 159,835 million (as of December 2021)
(6) Date of Establishment: January 13, 2014
(7) Number of Employees: 61 (as of December 2021, including seconded personnel from Japan)
(8) Ownership and Ownership Ratio: NARIS Cosmetics Co., Ltd. 100%.
(9) Relationship between Listed Company and the Company in Question: No capital relationship, personnel relationship, or transactional relationship
(10) Recent Financial Performance: Sales revenue of JPY 360 million (FY12/2021)
4. Details of the Acquisition Target
(1) Name: NARIS Cosmetics Co., Ltd.
(2) Headquarters: 1-11-17 Ebie, Fukushima-ku, Osaka City, Osaka Prefecture, Japan
(3) Position and Name of Representative: President and Representative Director Hiroyoshi Muraokar
(4) Business Activities: Manufacturing and selling cosmetics
(5) Capital: JPY 1,601 million
(6) Date of Establishment: December 1949 (Founded in April 1932)
(7) Net Assets and Total Assets for the Previous Business Year:
Standalone: JPY 136.94 million, JPY 272.94 million
Consolidated: JPY 130.5 million, JPY 277.66 million
(8) Major Shareholders and Shareholding Ratios : Top 10 (as of March 31, 2022)
Hiroyoshi Muraoka: 948,000 shares, 12.70%
Osaka Small and Medium Business Investment & Consultation Co., Ltd.: 840,000 shares, 11.24%
NARIS Cosmetics Employee Shareholding Association: 542,000 shares, 7.26%
Naotada Muraoka: 458,000 shares, 6.13%
Daishi Hokuetsu Bank,Ltd.: 388,000 shares, 5.19%
Ei Muraoka: 373,000 shares, 4.99%
Sumitomo Mitsui Banking Corporation: 370,000 shares, 4.95%
SUMITOMO LIFE INSURANCE COMPANY: 355,000 shares, 4.75%
Mitsuko Muraoka: 265,000 shares, 3.54
Sumitomo Mitsui Trust Bank, Limited: 220,000 shares, 2.94%
(9) Relationship between Listed Company and the Company in Question: No capital relationship, personnel relationship, or transactional relationship
5. Schedule
(1) Board of Directors' Resolution: September 26, 2022
(2) Contract Signing Date: September 26, 2022
(3) Date of Ownership Transfer: Expected to be at the end of December 2022
6. Future Outlook
The impact on the consolidated financial statements of our group for the fiscal year ending March 2023 is expected to be minor, and we will promptly inform you of any matters that need to be disclosed in the future.