The board of directors of FUJI OIL ASIA PTE. LTD.(“FOA”) wishes to announce that the Company acquired additional shares of FUJI GLOBAL CHOCOLATE (M) SDN. BHD.(“FGC) on 26 February 2020 to make FGC a wholly owned subsidiary (“the Additional Stock Acquisition”).
1. Purpose of the Additional Stock Acquisition
FOA, a subsidiary of Fuji Oil Holdings Inc. (“Fuji Oil Holdings” or “Fuji Oil Group”), acquired 70% shares of FGC from GUAN CHONG BERHAD(“GCB”) in July 2016, and subsequently acquired 2.25% shares of FGC from the founder of FGC in May 2018.
Considering that FGC has expanded its business as originally planned as a major industrial chocolate manufacturing base in Asia region, the board of directors of FOA decided to make FGC a wholly owned subsidiary in accordance with the joint venture agreement with GCB. FGC will strengthen the relationships and generate synergies with companies in Fuji Oil Group going forward to increase its contribution to our group growth strategy.
2. Overview of the Subsidiary in Malaysia
(1) Name | FUJI GLOBAL CHOCOLATE (M) SDN. BHD. | |
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(2) Location | JOHOR, MALAYSIA | |
(3) Representative director | Koichi Kuramori | |
(4) Business | Manufacture and sale of industrial chocolate | |
(5) Capital | 20 Million Malaysian ringgits | |
(6) Shareholder composition | Before the Additional Stock Acquisition | FOA:72.25% GCB:27.75% |
After the Additional Stock Acquisition | FOA:100% | |
(7) Relationship between FOA and FGC | Capital Relationship | A 100% owned consolidated subsidiary |
Personal Relationship | 4 members from Fuji Oil Group as FGC board of directors | |
Business Relationship | Sales and Purchases between Fuji Oil Group |
Note) Relationship between FOA and FGC describes the relationship after the Additional Stock Acquisition.
3. Overview of GCB
(1) Company | GUAN CHONG BERHAD | |
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(2) Location | JOHOR, MALAYSIA | |
(3) Representative director | BRANDON TAY HOE LIAN | |
(4) Business | Manufacture and sale of cacao materials | |
(5) Capital | 220.4 Million Malaysian ringgits | |
(6) Relationship between FOA and GCB | Capital Relationship | Not applicable |
Personal Relationship | Not applicable | |
Business Relationship | Sales and Purchases between Fuji Oil Group |
4. Overview of the transaction of the Additional Stock Acquisition
(1) Number of shares owned by FOA before the Additional Stock Acquisition | 14,450,000 shares |
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(2) Number of shares for the Additional Stock Acquisition | 5,550,000 shares |
(3) Purchase Price | 32 Million Malaysian ringgits |
(4) Number of shares owned by FOA after the Additional Stock Acquisition | 20,000,000 shares |
5. Impact on financial result of Fuji Oil Holdings
As FGC was already consolidated subsidiary before the Additional Stock Acquisition, the impact on our consolidated business result is insignificant.