Source: Marketscreener

CCBJI: Coca Cola Bottlers Japan : Agreed to Partnership with thinkrun and Genpact on Beverage related Sales Equipment Business Service such as Installation, Maintenance, Repair, and QC (Quality Control) of Beverage related Sales Equipment (Establishment of Subsidiaries, Company Splits and Share Transfers/Joint Ventures, etc.)

(Translation) August 2, 2024 To whom it may concern: Company Name Coca-Cola Bottlers Japan Holdings Inc. Name of Representative Director and Calin Dragan Representative President (Code number: 2579 TSE Prime Market) Contact: Executive Officer and CLO Tomokazu Usagawa (Tel.0800-919-0509) Agreed to Partnership with thinkrun and Genpact on Beverage-related Sales Equipment Business Service such as Installation, Maintenance, Repair, and QC (Quality Control) of Beverage-related Sales Equipment (Establishment of Subsidiaries, Company Splits and Share Transfers/Joint Ventures, etc.) Coca-Cola Bottlers Japan Holdings Inc. (the "Company") hereby announces that it resolved at its board of directors held today to make EQ Operation Preparation Company (tentative name; "EQ Operation Company") to be newly established by Coca-Cola Bottlers Japan Inc, a consolidated subsidiary of the Company ("CCBJI") a joint venture with thinkrun Holdings Co, Ltd. (Kanazawa City, Ishikawa Prefecture; Representative Director and President, COO Daisuke Tsuruga, "thinkrun HD") by transferring a majority of the shares held by CCBJI in EQ Operation Company to thinkrun HD after causing EQ Operation Company to succeed to functions of field service operations in the business such as installation, maintenance, repair, and QC (quality control) (the "Business") of sales equipment (vending machines, dispensers, etc.) of CCBJI and Coca-Cola Bottlers Japan Business Service Inc., a consolidated subsidiary of the Company ("CCBJBS"), through a company split (simplified absorption- type company split) with an effective date of January 6, 2025 (scheduled). Additionally, the Company resolved at its board of directors held today to transfer all of the shares held by CCBJI in EQ Admin Preparation Company (tentative name; "EQ Admin Company") to be newly established by CCBJI to Genpact Japan K.K. (Chiyoda-ku, Tokyo; Representative Director and President Allen Fukada, "Genpact") after causing EQ Admin Company to succeed to functions of planning and management services in the Business (with some exceptions) (the series of transactions hereinafter referred to collectively as this "Transaction") through a company split (simplified absorption-type company split) with an effective date of January 6, 2025 (scheduled). Following these resolutions, a director's decision on this Transaction was taken at the CCBJI. Please note that as this matter does not fall under the timely disclosure standards of the Tokyo Stock Exchange, some disclosure items and details have been omitted. 1. Purpose of this Transaction Under its strategic business plan "Vision 2028" announced in August 2023, the Company aims for further profitable growth through establishment of a cost structure that is resilient to change. The Company has decided to restructure the Business by partnering with thinkrun which has been involved in beverage logistics and sales equipment installation, repair, etc. of the Coca-Cola system in Japan for over 50 years and Genpact which is a global professional services and solutions firm. The aim of this Transaction is for three companies to work together to deliver high-quality and competitive services, enhancing the processes and operations of the Business. 1 Accordingly, CCBJI and CCBJBS will cause EQ Operation Company to succeed to the functions of the field service operations in the Business and CCBJI will delegate such service to EQ Operation Company. In addition, CCBJI and CCBJBS will cause EQ Admin Company to succeed to the functions of planning and management services in the Business (with some exceptions) and EQ Operation Company will delegate the planning and management services in the Business to EQ Admin Company. CCBJI will continue to be responsible for investment and deployment planning related to sales equipment, technical quality development, equipment selection, asset management, and contract management with customers. As a result, the Company group will endeavor to realize efficient and high-quality operations in the business processes such as installation, maintenance, repair, and QC (quality control) of the sales equipment in the Business, leading to reinforcement of the business foundation with excellent cost efficiency and profitability. 2. Outline of this Transaction (1) Schedule of this Transaction Date of resolution by the Company's board of directors CCBJI's director decision (share transfer agreement, August 2, 2024 approval of joint venture agreement) ii) Execution of share transfer agreement August 2, 2024 iii) Date of foundation of EQ Operation Company and EQ September 2, 2024 Admin Company (scheduled) iv) Director decision of CCBJI and CCBJBS (approval of the October 25, 2024 absorption-type company split agreement) (scheduled) Date of resolution at general shareholders' meeting of EQ December 12, 2024 v) Operation Company and EQ Admin Company (approval of (scheduled) share transfer) vi) Date of company split (effective date) and share transfer January 6, 2025 (EQ Operation Company being made into a joint venture) (scheduled) (2) Method of this Transaction (Company Split) Absorption-type company split with CCBJI and CCBJBS as i) EQ Operation Company split companies and EQ Operation Company as successor company Absorption-type company split with CCBJI and CCBJBS as ii) EQ Admin Company split companies and EQ Admin Company as successor Company The company split at CCBJI and CCBJBS as split companies will be conducted without the approval of the general shareholders' meeting as this is a simplified company split as stipulated in Article 784, Paragraph 2 of the Companies Act. Details of allotment related to this Transaction (Company Split) Upon the company split, EQ Operation Company and EQ Admin Company will not allot shares or other money, etc. Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in connection with this Transaction (Company Split) Not applicable. 2 Capital Increase/Decrease Due to this Transaction (Company Split) Not applicable. Rights and Obligations to be Succeeded by Successor Company EQ Operation Company will succeed to assets, liabilities, contracts, and other rights and obligations of CCBJI and CCBJBS related to the field service operations in the Business as stipulated in the absorption-type company split agreement. EQ Admin Company will succeed to assets, liabilities, contracts, and other rights and obligations of CCBJI and CCBJBS related to the planning and management services in the Business as stipulated in the absorption-type company split agreement. Prospect of Performance of Obligations The Company has determined that there is no problem in the prospect of performance of the obligations to be performed by CCBJI and CCBJBS, as well as EQ Operation Company and EQ Admin Company after the effective date in this Transaction. 3. Parties to this Transaction (1) Overview of Consolidated Subsidiaries of the Company (as of December 31, 2023) i) Name Coca-Cola Bottlers Japan Inc. Coca-Cola Bottlers Japan Business Service Inc. ii) Address 9-7-1 Akasaka, Minato-ku, 9-7-1 Akasaka, Minato-ku, Tokyo Tokyo Title and name of Representative Director and Representative Director and iii) President Chairman, President representative Calin Dragan Bjorn Ivar Ulgenes Contracted business for Manufacturing, distribution, administration work to support Description of the sales of beverage, iv) and sales of beverage products nonessential beverage, alcoholic main business and alcoholic products beverage, dairy beverage, and food products and management of beverage sales equipment v) Capital stock 100,000,000 yen 80,000,000 yen vi) Date of foundation June 29, 2001 November 25, 2009 vii) Fiscal year end End of December End of December Major shareholders CCBJI: 100% viii) and shareholding The Company: 100% ratio There will be no change in the outline of the Company's consolidated subsidiaries as a result of this Transaction. 3 (2) Overview of New Companies (after the company split and share transfer: planned) 1) EQ Operation Company i) Name TBD (EQ Operation Preparation Company before share transfer) ii) Address 1-1 Sakuradamachi, Kanazawa City, Ishikawa Prefecture iii) Title and name of Daisuke Tsuruga, Representative Director representative Description of main (1) Contracted field service operations, including installation, iv) maintenance, repair, and QC (quality control) of various sales business equipment, such as vending machines v) Capital stock 51,000,000 yen vi) Date of foundation September 2, 2024 vii) Fiscal year end End of December viii) Date of company split January 6, 2025 and share transfer ix) Number of employees Approx. 820 CCBJI: 49% (490 shares) x) Investment status thinkrun HD: 51% (510 shares) (* Shares held by CCBJI will be transferred to thinkrun HD in part after the company split of CCBJI and CCBJBS.) 2) EQ Admin Company i) Name TBD (EQ Admin Preparation Company before share transfer) ii) Address Toyosu Urban Point 11F, 5-5-13 Toyosu, Koto-ku, Tokyo iii) Title and name of Allen Fukada, Representative Director representative iv) (1) Contracted planning and management operations related to Description of main the installation, maintenance, repair, and QC (quality control), business etc. of various sales equipment including vending machines (2) Planning and consultation services related to the above v) Capital stock 51,000,000 yen vi) Date of foundation September 2, 2024 vii) Fiscal year end End of December viii) Date of company split January 6, 2025 and share transfer ix) Number of employees Approx. 110 x) Genpact: 100% (* All shares (1,000 shares) held by CCBJI will Investment status be transferred to Genpact after the company split of CCBJI and CCBJBS.) 4 4. Overview of Counterparty of Share Transfer (1) Share Transfer of EQ Operation Company (as of June 30, 2024) i) Name thinkrun Holdings Co., Ltd. ii) Address 1-1 Sakuradamachi, Kanazawa City, Ishikawa Prefecture iii) Title and name of Representative

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Est. Annual Revenue
$5.0-25M
Est. Employees
25-100
Calin Dragan's photo - President & CEO of CCBJI

President & CEO

Calin Dragan

CEO Approval Rating

90/100

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