1
February 13, 2009
To whom it may concern:
Announcement of Business Transfer of Subsidiary Company (Progress Report)
As already disclosed in a release entitled “Announcement of Business Transfer of Subsidiary
Company” dated December 10, 2008, in order to focus on selection and concentration of group
management, the company was planning to transfer all businesses of our consolidated subsidiary
company, Food Scope, Inc. (hereinafter referred to as “FS”) to Secret Table Co., Ltd. effective
February 1, 2009. We would like to inform you of the progress report of this business transfer
transaction.
Out of 37 restaurants initially planned to be transferred (initial predetermined estimate amount 1,205
million yen), 25 have been successfully transferred on February 1, 2009 as scheduled.
Among the remaining 12 restaurants, 1) the transfer of 9 restaurants are under negotiation with the
lessors for the conditions relating to the transfer of the leasehold rights at the time of business transfer
and it is expected that the transfer to ST will be completed on March 1, 2009, 2) for the transfer of
remaining 3 restaurants, since both FS and ST have agreed, it is decided that these 3 restaurants are
to be transferred to Kabushiki Gaisha K Express (hereinafter referred to as “KE”), a subsidiary
company of Kabushiki Gaisha Kato Pleasure Group (hereinafter referred to as “KPG”), as assets for
business.
Details
1. Completed business transfer to ST on February 1, 2009
(1) Transferred restaurants: 25 (out of 37 subject restaurants)
Company:
RADIA HOLDINGS, INC.
Representative:
Representative Director and President
Shinichi Horii
(Code No. 4723 TSE 2nd Section)
Contact:
Senior Executive Officer, General Manager, Public Relations and Investor Relations Division
Hideshi Tachiyama
(TEL:
03-3405-9262)
2
(2) Transfer price:
984 million yen
(3) Transferred assets, liabilities and respective amount (as of end December 2008):
Assets Liabilities
Items
Amount in book value
Items
Amount in book value
Tangible fixed assets
789 million yen
Total liabilities
64 million yen
Intangible fixed assets
17 million yen
Total net assets
1,382 million yen
Other assets
640 million yen
Total assets
1,447 million yen
Total assets and liabilities
1,447 million yen
2. Scheduled to be transferred to ST on March 1, 2009.
(1) Restaurants to be transferred: 9
(2) Transfer price:
199 million yen (tentative)
(3) Transfer date:
March 1, 2009 (tentative)
(4) Transferred assets, liabilities and respective amount (as of end December 2008):
Assets Liabilities
Items
Amount in book value
Items
Amount in book value
Tangible fixed assets
236 million yen
Total liabilities
139 million yen
Intangible fixed assets
1 million yen
Total net assets
480 million yen
Other assets
382 million yen
Total assets
620 million yen
Total assets and liabilities
620 million yen
3. Scheduled to be transferred to KE, a subsidiary company of KPG, on March 1, 2009.
(1) Restaurants to be transferred: 3
(2) Transfer price:
60 million yen (tentative)
(3) Transfer date:
March 1, 2009 (tentative)
(4) Transferred assets, liabilities and respective amount (as of end December 2008):
Assets Liabilities
Items
Amount in book value
Items
Amount in book value
Tangible fixed assets
40 million yen
Total liabilities
1 million yen
Intangible fixed assets
0 million yen
Total net assets
154 million yen
Other assets
115 million yen
Total assets
156 million yen
Total assets and liabilities
156 million yen
(5) Overview of KE
1) Trading name:
Kabushiki Gaisha K Express
2) Representative:
Tomoyasu Kato
3) Location:
1-9, Shitennoji 2-chome, Tennoji-ku, Osaka City
3
4) Established:
July 10, 1963
5) Major line of business:
Restaurant management
6) Fiscal year end:
March
7) Number of employees:
373 (at end January 2009, 96 regular employees and 277
part-time employees)
8) Capital:
41.60 million yen
9) Issued and outstanding shares: 47,500 shares
10) Major shareholders and percentages of total equity: KPG (100%),
11) Relationship with our company: no special relations
12) Performance of KE for the most recent fiscal years:
FYE March 2006
FYE March 2007
FYE March 2008
Revenue
1,249 million yen
2,130 million yen
2,657 million yen
Gross Profit
834 million yen
1,445 million yen
1,788 million yen
Operating profits
23 million yen
51 million yen
114 million yen
Recurring profits
33 million yen
37 million yen
97 million yen
Net income
30 million yen
11 million yen
53 million yen
Total assets
933 million yen
1,090 million yen
1,192 million yen
Net assets
136 million yen
147 million yen
201 million yen
*FYE March 2006 figures are nine months business results
4. Schedule
February 13, 2009 Boards of directors resolution on business transfer
February 13, 2009 Conclusion of Business Assets Transfer Agreement (FS)
March 1, 2009
Business transfer effective date (tentative)
5. Future
outlook
We are currently calculating the impact of this business transfer on our business results and
as soon as the numbers are determined, we will issue an announcement.
End of report
For your reference: Overview of KPG
1) Trading name:
Kabushiki Gaisha Kato Pleasure Group
2) Representative:
Tomoyasu Kato
3) Location:
5-7, Sendagaya 3-chome, Shibuya-ku, Tokyo