Announcement of Acquisition of Shares in Quandoo GmbH, an Online Restaurant Reservation Service Provider in the EU countries including Germany - PDF

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To whom it may concern: Company name: Representative: Contact: March 5, 2015 Recruit Holdings Co., Ltd. Masumi Minegishi, President and CEO, & Representative Director (Securities code: 6098, TSE First
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To whom it may concern: Company name: Representative: Contact: March 5, 2015 Recruit Holdings Co., Ltd. Masumi Minegishi, President and CEO, & Representative Director (Securities code: 6098, TSE First Section) Keiichi Sagawa, Senior Corporate Executive Officer, Board of Director (Tel: ) Announcement of Acquisition of Shares in Quandoo GmbH, an Online Restaurant Reservation Service Provider in the EU countries including Germany Recruit Holdings Co., Ltd. (hereinafter the Company ) announce that is has decided to acquire 92.91% of total outstanding shares in Quandoo GmbH (Headquarter: Berlin, Germany; CEO: Philipp Magin; hereinafter Quandoo ), an online restaurant reservation service provider operating mainly in Germany and other countries in the EU, and to make it a subsidiary. As 7.09% of outstanding shares in Quandoo has been acquired on October 27, 2014 through RGIP LLC (Headquarter: Chuo-ku, Tokyo; Representative: Kazumasa Watanabe; total investment amount: 4.5 billion; hereinafter RGIP ), the Company s wholly owned corporate venture capital, the Company s group will hold 100% of shares in Quandoo after this acquisition. 1. Purpose of the acquisition of shares Since its foundation in 2012, Quandoo has operated online restaurant reservation platforms that are rapidly growing mainly in Europe. This platform is currently adopted by more than 6,000 restaurants in 13 countries (as of February 28, 2015) from top-class restaurants to local diners. Through the most advanced reservation management system in the industry, operational productivity and service quality of member restaurants has been enhanced. In the 5 countries in Europe including England, Italy, Spain, Germany and France, according to research by the Company, the number of online restaurant reservations accounts for only approximately 16% of total reservations including those made by phone and other means and the market is expected to grow substantially going forward. As a pioneer in this online restaurant reservation market, Quandoo is a rapidly growing company with the greatest number of restaurants available for its service especially in the 6 countries including Germany, Italy, Austria, Switzerland, Turkey and Poland. As mentioned above, the Company, following the partial investment made in 2014 through RGIP and ongoing discussions with Quandoo over growth strategies in the EU countries, was able to recognize that integration of Quandoo s outstanding sales operations and the price competitiveness and functionality of its system and the Company s accumulated business management knowhow will effectively drive further development of Quandoo s business, and decided to acquire the shares in Quandoo. 2. Background The Company has as its long term vision to become the No. 1 group in global matching platform with respect to all business areas of the Group including the Marketing Media business by approximately 2030, in addition to becoming the No. 1 in Global HR business by approximately In order to achieve this goal and to acquire and expand new business, the Company will proactively pursue the acquisition of new businesses and expansion of business through M&As in Japan and overseas based on the stable cash inflow from existing domestic businesses. This transaction shall be a part of initiatives related to Lifestyle operations including travel, dining and beauty. 1 3. Outline of the transferring subsidiary (Quandoo GmbH, Germany) (As of March 5, 2015) (1) Name Quandoo GmbH, Germany (2) Location Sonnenburger Strasse 73, Berlin, Germany (3) Title and name of the head CEO: Philipp Magin (4) Description of business Online reservation services for restaurants (5) EUR 75,817 (6) Foundation November 8, 2012 (7) Major shareholders and shareholding ratio (8) s the company CRES Columbus Internet Group GmbH 34.76% HV Holtzbrinck Ventures Fund V GmbH & Co. KG 20.80% DN - Global Venture III L.P % Erich Sixt Vermögensverwaltung GmbH 10.07% Piton Investments Coöperatief B.A. 9.98% RGIP.LLC 7.09% 11 other shareholders 7.15% (As of March 5, 2015) Human Business 2 Recruit Holdings Co., Ltd. holds 7.09% of the total outstanding shares of the company through its wholly owned corporate venture capital RGIP LLC. There is no human to be noted between addition, there are no human s to be noted There is no business to be noted between addition, there are no business s to be noted between interested parties and affiliates of Recruit (9) Consolidated financial results and non-consolidated financial position of the company for the past two years Fiscal year Year ended December 31, 2013 Year ended December 31, 2014 Non-consolidated net assets EUR 2,144 thousand EUR 20,973 thousand Non-consolidated total assets EUR 2,855 thousand EUR 23,693 thousand Non-consolidated net assets per share EUR EUR Consolidated net sales EUR 313 thousand EUR 4,290 thousand Consolidated EBITDA EUR (3,123) thousand EUR (9,665) thousand Consolidated net income EUR (3,144) thousand EUR (9,741) thousand Net income per share EUR (49.84) EUR (128.48) Dividend per share EUR 0 EUR 0 (Notes)1. The financial data for the past two years (auditing for financial data for the year ended December 31, 2014 has not been completed) is shown for Quandoo as its business operations started in June Quandoo also have other entities conducting business in 13 countries other than Germany. 2. Figures related to consolidated statements of income are combined figures based on management accounting. Figures related to balance sheets show only the non-consolidated figures of the headquarter in Germany. The impact of consolidated subsidiaries to the financial figures is immaterial. 4. Outline of major sellers of shares (1) CRES Columbus Internet Group GmbH (As of March 5, 2015) (1) Name CRES Columbus Internet Group GmbH (2) Location Sonnenburger Strasse 73, Berlin, Germany (3) Title and name of the head Managing Partners: Dr. Daniel P. Glasner, Philipp Magin (4) Description of business Investment in early stage private companies (5) EUR 25,000 (6) Foundation July 11, 2012 (7) Net assets Not disclosed due to confidentiality obligation agreement (8) Total assets Not disclosed due to confidentiality obligation agreement (9) Major shareholders and shareholding ratio Valluga UG 50.00% Philicima UG 50.00% (10) s the company Human Business Status of related parties There is no capital to be noted between addition, there are no capital s to be noted There is no human to be noted between addition, there are no human s to be noted There is no business to be noted between addition, there are no business s to be noted between interested parties and affiliates of Recruit The company does not fall under a related party of Recruit Holdings Co., Ltd. In addition, interested parties and affiliates of the company do not fall under the category of a related party of Recruit Holdings Co., Ltd. (2) HV Holtzbrinck Ventures Fund V GmbH & Co. KG (As of March 5, 2015) (1) Name HV Holtzbrinck Ventures Fund V GmbH & Co. KG (2) Location Kaiserstrasse 14b, Munich, Germany (3) Reason for foundation, etc. Law of Germany (4) Purpose (5) Establishment April 17, 2012 (6) Total investment EUR 175 million (7) Investor, investment ratio, and overview of investor (8) Overview of general partner Investment in Early stage private companies with focus on Internet, Mobile, Digital Media Sector Not disclosed due to confidentiality obligation agreement Name Location Title and name of the head Description of business (9) Overview of local agent in Japan (10) s the fund the fund the general partner the local agent in Japan HV Holtzbrinck Ventures Holding GmbH Kaiserstrasse 14b, Munich, Germany Managing Directors: Andreas Wisser, Heiko Kottkamp Investment business Not disclosed due to confidentiality obligation agreement Recruit Holdings Co., Ltd. and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates. 3 (3) DN - Global Venture III L.P. (As of March 5, 2015) (1) Name DN - Global Venture III L.P. (2) Location St. Helier, Jersey/Channel Islands, 26 New Street, St Helier, Jersey (3) Reason for foundation, etc. Law of the United Kingdom (4) Purpose (5) Establishment July 20, 2012 (6) Total investment EUR 239 million (7) Investor, investment ratio, and overview of investor (8) Overview of general partner Investment in early and growth stage private companies in European digital sector Not disclosed due to confidentiality obligation agreement Name Location Title and name of the head Description of business (9) Overview of local agent in Japan (10) s the fund the fund the general partner the local agent in Japan Steve Schlenker, Nenad Marovac 2882 Sand Hill Rd, Suite 210, Menlo Park, CA 94025, USA / 2 Queen Anne's Gate Buildings, Dartmouth Street, London, SW1H 9BP, United Kingdom CEO: Nenad Marovac Investment business Not disclosed due to confidentiality obligation agreement Recruit Holdings Co., Ltd. and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates. (4) Erich Sixt Vermögensverwaltung GmbH (As of March 5, 2015) (1) Name Erich Sixt Vermögensverwaltung GmbH (2) Location Zugspitzstrasse 1, Pullach, Germany (3) Title and name of the head Managing Directors: Erich Sixt, Konstantin Sixt, Alexander Sixt (4) Description of business Investment management (5) EUR 25,000 (6) Foundation November 4, 2002 (7) Net assets Not disclosed due to confidentiality obligation agreement (8) Total assets Not disclosed due to confidentiality obligation agreement (9) Major shareholders and shareholding ratio ASV Verwaltungs GmbH & Co Grundbesitz Vermietungs KG 68.00% Konstantin Sixt 16.00% Alexander Sixt 16.00% 4 (10) s the company Human Business Status of related parties There is no capital to be noted between addition, there are no capital s to be noted There is no human to be noted between addition, there are no human s to be noted There is no business to be noted between addition, there are no business s to be noted between interested parties and affiliates of Recruit The company does not fall under a related party of Recruit Holdings Co., Ltd. In addition, interested parties and affiliates of the company do not fall under the category of a related party of Recruit Holdings Co., Ltd. (5) Piton Investments Coöperatief B.A. (As of March 5, 2015) (1) Name Piton Investments Coöperatief B.A. (2) Location Jan van Goyenkade 8, 1075HP Amsterdam, Netherlands (3) Reason for foundation, etc. Law of the Netherlands (4) Purpose Investment in growth stage private companies with focus on internet businesses (5) Establishment December 5, 2012 (6) Total investment Not disclosed due to confidentiality obligation agreement (7) Investor, investment ratio, and overview of investor (8) Overview of general partner (9) Overview of local agent in Japan (10) s the fund Not disclosed due to confidentiality obligation agreement Name Location Title and name of the head Description of business company and the fund company and the general partner company and the local agent in Japan Andrin Bachmann, Greg Lockwood Venture House, 5th Floor, Glasshouse St., London, W1B 5DF, United Kingdom Managing Director: H. J. de Haas Investment business Not disclosed due to confidentiality obligation agreement Recruit Holdings Co., Ltd., and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund. There is no capital, human, and business to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates. 5 (6) Other shareholders There is no capital, human and business to be noted Company and its related parties and affiliates and the remaining shareholders comprising 11 companies. 5. Number of shares to be acquired, acquisition cost, and shares held before and after the acquisition (1) Number of shares held 5,377 shares before the transfer (Number of voting rights: 5,377, ownership percentage: 7.09%) (2) Number of shares to be 70,440 shares (Number of voting rights: 70,440) acquired Common stock of Quandoo GmbH Approx. EUR million (approx billion) (3) Acquisition price Advisory fees, etc. (estimated amount) 560 million Total (estimated amount) billion (4) Number of shares held after 75,817 shares the transfer (Number of voting rights: 75,817, ownership percentage: %) (Notes) 1. The number of shares to be acquired does not include 5,377 shares held by RGIP. 2. The number of shares to be acquired and the number of shares held after the transfer are based on the number of shares as of March 4, The sum of consideration for common stock of Quandoo converted at to 1 Euro and estimated amount of advisory fees, etc. is as total acquisition cost (estimated amount). 6. Schedule (1) Date of decision March 5, 2015 (2) Date of agreement March 5, 2015 (3) Date of execution of share acquisition March 5, 2015 (scheduled) 7. Future forecasts The impact of the acquisition of shares on the consolidated financial results of the Company for the year ending March 31, 2015 is expected to be immaterial. The impact on earnings forecasts for the following fiscal year onward is currently under review. 6
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