Issue of Annual Report 2010
Issue of Annual Report 2010
Issue of Annual Report 2010
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Yen U.S. dollars (Note 1)<br />
As <strong>of</strong> December 31 <strong>2010</strong> 2009 <strong>2010</strong><br />
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥319.32 ¥302.16 $3.92<br />
19. Subsequent Events<br />
(Appropriation <strong>of</strong> retained earnings)<br />
On March 30, 2011, the following appropriation <strong>of</strong> retained earnings was approved at the annual general meeting <strong>of</strong> the Company’s shareholders:<br />
Millions <strong>of</strong> yen<br />
Thousands <strong>of</strong><br />
U.S. dollars (Note 1)<br />
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,741 $33,659<br />
(Acquisition <strong>of</strong> POKKA CORPORATION)<br />
On February 10, 2011, the Board <strong>of</strong> Directors authorized the acquisition <strong>of</strong> additional shares and subsequent consolidation <strong>of</strong> POKKA<br />
CORPORATION, an affiliate <strong>of</strong> the Company since September 30, 2009. POKKA CORPORATION became a subsidiary <strong>of</strong> the Company on March<br />
29, 2011.<br />
Purpose <strong>of</strong> the Share Acquisition<br />
The Company has positioned “the creation <strong>of</strong> value in food” as one <strong>of</strong> the business domains <strong>of</strong> its New Management Framework set for realization<br />
by 2016. The additional acquisition <strong>of</strong> shares in POKKA CORPORATION will give shape to the Company’s vision <strong>of</strong> becoming a “food value<br />
creation group” with deep competitiveness in the alcoholic beverages, s<strong>of</strong>t drinks, food and restaurant fields in Japan and overseas.<br />
Share Acquisition Details<br />
1. Acquired company: POKKA CORPORATION<br />
2. Business lines and scale <strong>of</strong> acquired company<br />
Name: POKKA CORPORATION<br />
Business lines: Mineral water and food businesses, restaurant business, snack food business, logistics business, others<br />
Employees: 2,473 (as <strong>of</strong> March 31, <strong>2010</strong>)<br />
Consolidated net sales: ¥97,121 million (for the year ended March 31, <strong>2010</strong>)<br />
Consolidated total assets: ¥58,527 million (as <strong>of</strong> March 31, <strong>2010</strong>)<br />
3. Party acquiring shares: Advantage Partners, LLB MBI Fund No. 3, others<br />
4. Acquisition date: March 29, 2011<br />
5. Total number <strong>of</strong> shares scheduled for acquisition: 6,401,769 shares (65.9% <strong>of</strong> issued shares)<br />
6. Shareholding after acquisition: 86.8%<br />
7. Acquisition price: ¥22,406 million<br />
8. Fund procurement method: Primarily funds on hand and external borrowings, etc.<br />
9. Future plans:<br />
The Company will immediately establish a committee ahead <strong>of</strong> management integration to deliberate business and organizational realignment<br />
within the Group, the management structure <strong>of</strong> the holding company, corporate name, and other matters.<br />
(Convertible bonds with stock acquisition rights issued by a subsidiary)<br />
The former business alliance between the Company, YK, Crescent Partners and CRPBH, a fund managed by Crescent Partners (hereinafter, “the<br />
investors”), expired on February 10, 2011.<br />
With the expiration <strong>of</strong> this agreement, the Company plans to buy back all shares following the conversion to stock <strong>of</strong> convertible bonds with<br />
stock acquisition rights issued by Sapporo Beverage Co., Ltd. and held by the investors.<br />
(Impact <strong>of</strong> the Tohoku Pacific Earthquake)<br />
As a result <strong>of</strong> the Tohoku Pacific Earthquake on March 11, 2011, the Sendai Brewery (Natori, Miyagi Prefecture) and Chiba Brewery (Funabashi,<br />
Chiba Prefecture) <strong>of</strong> our consolidated group company Sapporo Breweries Ltd. suffered partial damage to buildings and equipment. The earthquake<br />
also affected some other plants <strong>of</strong> Sapporo Breweries Ltd. and <strong>of</strong> other group companies also. The amount <strong>of</strong> damage caused by the<br />
disaster is currently being assessed, and is not yet confirmed. At this time it is difficult to estimate the impact <strong>of</strong> the earthquake on our forecast<br />
for the year ending December 2011, for the reasons described below. We will disclose the information as soon as it can be estimated.<br />
– It is not clear to what extent total power consumption regulations will affect our production framework.<br />
– The cost <strong>of</strong> restoring damaged equipment and buildings to their original state has yet to be rationally estimated.<br />
– Macroeconomic and consumption trends are unclear.<br />
SAPPORO HOLDINGS LIMITED<br />
56 <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>