Acquisition
Compass Group PLC
11 December 2001
11th December 2001
COMPASS GROUP PLC
COMPASS TO STRENGTHEN ITS PRESENCE IN JAPAN WITH ACQUISITION
OF SEIYO FOOD SYSTEMS
Compass Group PLC announced today that it is to strengthen its presence in the
Japanese foodservice market through the acquisition of Seiyo Food Systems Inc,
a leading Japanese foodservice operator that is listed on the Tokyo Stock
Exchange. Compass Group has launched an offer to acquire all the issued share
capital of Seiyo at a price of Y440 per share which values Seiyo's issued share
capital at Y34.7 billion (£193 million), representing a premium of 32% to
Seiyo's market value at the close of business in Tokyo yesterday. The
consideration will be payable in cash upon completion from existing bank
facilities.
The board of directors of Seiyo has unanimously recommended the transaction to
its shareholders. Compass Group has also entered into an agreement with Seiyo
for Compass Group to subscribe Y10 billion (£56 million) for 27.5% of the
enlarged equity of Seiyo. Seiyo's two largest shareholders, together
representing 13.5% of the enlarged equity of Seiyo, have indicated support for
the offer.
As one of the largest foodservice companies in Japan, Seiyo has a strong
presence in each of the key market segments of Contract Catering, Concessions
and MSAs. Seiyo also has a 24.7% investment in Yoshinoya D&C Co. Ltd., a
leading Tokyo listed Japanese fast food retailer with a market capitalisation
of Y125 billion (£696 million).
In the financial year ended 31 March 2001, Seiyo recorded consolidated revenues
(on continuing business) of Y76.4 billion (£425 million) and consolidated
operating profit (on continuing business and before interest, tax and
exceptional items) of Y1.9 billion (£10 million). This excludes Y3.8 billion
(£21 million) of operating profit, representing Seiyo's share from its
investment in Yoshinoya D&C. Seiyo's consolidated net assets, at 30 September
2001, were Y43.5 billion (£242 million), including net debt of Y32.8 billion
(£182 million). The transaction is expected to be earnings enhancing before
goodwill amortisation in the first full year following completion.
Seiyo provides Compass Group with the ideal platform to exploit the
opportunities arising from the ongoing development and consolidation of the
Japanese foodservice market. All members of the senior management team of
Seiyo will maintain their current leadership roles, led by its president
Takeshi Kohjima. The business will benefit from access to Compass Group's
foodservice brands, purchasing power and management skills to enhance its
position in the Japanese market, which, at £21 billion per annum, is the second
largest foodservice market in the world after the US.
Michael J. Bailey, Chief Executive, Compass Group PLC, said:
'While we are already active in the Japanese market, this deal marks a step
change in our ability to take advantage of the substantial long-term growth
opportunities in Japan. As the world's largest foodservice company, having a
strong presence in the second largest foodservice market in the world is a key
strategic priority. Seiyo is a company with a strong reputation in contract
and concession foodservice and we look forward to welcoming the management and
staff into the Group.'
Takeshi Kohjima, President of Seiyo, said:
'The board of Seiyo is delighted to be recommending the acquisition of Seiyo by
Compass Group. We believe that this is an excellent move for Seiyo, its
shareholders, clients and customers. We look forward to building further on
our commanding position in Japan under the Compass umbrella by continuing to
provide the highest quality service to our customers and exploiting the
significant opportunities that exist within the Japanese market.'
Compass Group was advised by Goldman Sachs International.
Ends
Enquiries:
Compass Group
11th December 2001
Michael J. Bailey Chief ExecutiveCompass Group PLC 020 7404 5959
Andrew Lynch Finance DirectorCompass Group PLC 020 7404 5959
Timothy Grey/Simon Sporborg Brunswick Group Ltd 020 7404 5959
Thereafter
Michael J. Bailey Chief ExecutiveCompass Group PLC 01932 573 000
Andrew Lynch Finance DirectorCompass Group PLC 01932 573 000
Additional Information:
1. Compass Group is the world's largest foodservice company, employing over
300,000 people in over 90 countries and with annual revenues in excess of
£8.5 billion. Compass Group provides catering for clients including major
employers, educational establishments, hospitals, leisure venues, retail
locations and at major airports and stations throughout USA, Europe and
developing markets in Asia and South America. It operates through sector-
specific subsidiaries such as Eurest, the world's largest specialist in
providing foodservice to business and industry clients.
Further information on the Group can be found at www.compass-group.com
2. Founded in 1947, Seiyo is based in Tokyo and manages 343 contract outlets
for clients and operates 241 concession outlets throughout Japan. Seiyo has
announced its intention to sell its CASA high street restaurants operating
division.
3. Continuing business represents the results of Seiyo's consolidated entities,
excluding discontinued operations and the results of CASA. For the
financial year ended 31 March 2001, Seiyo recorded a loss before tax of Y247
million (£1.4 million), before net exceptional losses of Y13.1 billion (£74
million).
4. For illustrative purposes only, Yen amounts have been converted to Sterling
equivalents at a Y/£ rate as at 10 December 2001 of 180.
5. Seiyo's board of directors has resolved to issue Y10 billion (£56 million)
of new share capital to Compass Group for business purposes by way of third
party allotment in advance of completion of the transaction which will
result in Compass Group owning approximately 27.5% of Seiyo's enlarged
equity.
6. Seiyo's two single largest shareholders, Saison Network Inc and Seibu
Department Stores, Ltd., (both members of the Saison Group) as the
company's largest customer group have together provided their formal
support for the transaction. Both companies have agreed to sell their
shares to Compass Group in due course, but in the meantime will vote their
shares in concert with Compass Group.
It is intended that Seiyo's shares be delisted from the Tokyo Stock Exchange
as soon as practicable following completion of the transaction.
7. The transaction is conditional upon the receipt of acceptances such that the
total of: (i) the Compass Group, Saison Network Inc and Seibu Department
Stores, Ltd. Shareholdings, and (ii) acceptances under the offer, represent
at least 50.1% of the Seiyo share capital as of the closing date of the
offer. The transaction is also conditional upon other customary conditions.
8. Both Seiyu, an affiliate company of the Saison Group, and Seiyo's main bank,
which together have a combined shareholding of over 3% in Seiyo's enlarged
equity, have indicated their intentions to accept the offer.
9. On 29 March 2001, Compass Group announced the formation of a joint venture,
Compass Group Japan, with the Itochu Corporation. At that time it was
stated that Compass Group Japan would initially have annual revenues in
excess of Y3 billion (£17 million). Itochu Corporation is highly supportive
of the transaction.