Joint Release×Oisix Inc.
Daichi wo Mamoru Kai Co., Ltd.
27 February 2017

Oisix and Daichi wo Mamoru Kai
Notice Regarding Approval of Stock Swap Toward Merger
Oisix Inc. (hereafter Oisix - HQ Shinagawa, Tokyo/ President & CEO - Kohei Takashima) and Daichi wo Mamoru Kai
Co., Ltd. (hereafter DWMK - HQ Chiba City, Chiba/ President & CEO - Kazuyoshi Fujita) have concluded a resolution
for a stock swap (hereafter Stock Swap) toward management integration scheduled for autumn 2017 via merger (hereafterMerger), and have agreed to the Stock Swap Agreement.
At the Extraordinary General Meeting of Oisix shareholders held today, the “Stock Swap Agreement Approval”
resolution was passed as per below. Noted that on 23 February 2017, at the Extraordinary General Meeting of DWMKshareholders, the Stock Swap Agreement pertaining to the Stock Swap was also approved and passed. As such, the Stock
Swap is expected to become effective as of 31 March 2017.
With the Merger, the combined sales of the two companies amounts to JPY 33.7 billion (FY2015, Actual) positioning thecombined entity into the top spot (Graph A) within the natural food category of the expanding food delivery business.
Going forward, the two companies will combine their respective strengths, and through business means seek to resolve thesocial challenges in the realm of food. In essence, we aim for “the society where many people enjoy their dietary habits.”■ Oisix: Outline of Extraordinary General Meeting of Shareholders（１）Date of Meeting: 27 February 2017 (Mon) 10:30AM（２）Location: Kyurian 1st Floor Small Hall, 5-18-1, Higashi-ohi, Shinagawa-ku, Tokyo, Japan（３）Outcome of Resolutions:
Resolution 1 – Approval of the Stock Swap Agreement
Resolution 2 – Appointment of Two Directors
Both resolutions approved without amendment.

■ Oisix: Appointment of New Directors
The following two individuals are scheduled to become new directors of Oisix as of 1 April 2017.
Kazuyoshi Fujita: Daichi wo Mamoru Kai – President & CEO
Kazuya Nobe: Lawson Inc. – Executive Officer, Executive Vice President of Marketing and Merchandising
Currently, DWMK conducts wholesale of product to Lawson stores. Going forward, with the above appointments,
consideration will be given to expansion of Oisix sales channels via Lawson, for such Oisix products as time-saving “KitOisix”as well as Oisix PB products.
Additionally, by leveraging the expertise of Mr. Fujita of DWMK - a pioneer in organic food delivery, and by adding
the 40-year history and traditions of DWMK to Oisix - an Internet venture company, the aim is to reinforce organizational
structures and make more robust networks with food producers.
・・■ Background to Merger: Driving the market via Leadership in Natural Food Delivery
On the back of such factors as increasing
consciousness toward food safety & security and risinglabor force participation of women, consumer needs
have become increasingly diversified with changes tolifestyle values. As such, the food delivery market hascontinued to expand.
It is under such circumstances that the Merger
creates the leading company in the natural fooddelivery category.
The Merger allows for such synergistic benefits asreinforcement of management structures, sharing of
top-rate producer networks and marketing expertise,and efficiencies arising out of sharing of supply chains.
The combined companies aim for still higher rates ofgrowth.
Lastly, it is the intention of the two merging entities
to continue, post-Merger, with the “Oisix” service
catering to primarily the 30-45 year-old population,and the “Daichi Delivery” service catering mainly tothose over 40.

Graph A: Natural Food Delivery Sales

Yen, Billions

35

33.7

30

25

22.3

20

15

10

5

3.0
1.4
Oisix,DWMK(2015)

Radishbo-ya(2015)

Bio Market(2014)

Polan Organic Foods
Delivery (2014)

References：・Yano Research Institute (2015)
・2016.05.30 Kanpo※Latest public information for Bio Market and Polan Organic Foods Delivery is 2014

■ Seconding of Directors from Oisix to Daichi wo Mamoru Kai
The following two individuals are scheduled to be appointed as Directors of DWMK on 1 April 2017. With these
appointments, reinforcement of e-commerce and marketing activities at DWMK is planned.
・ Kohei Takashima: Oisix - President and CEO・ Ayumu Shingu: Oisix - Executive Officer■ Reference: Event Schedule Relating to Merger（１）Extraordinary General Meeting of Shareholders regarding the Stock Swap (DWMK)（２）Extraordinary General Meeting of Shareholders regarding the Stock Swap (Oisix)（３）Expected Effective Date of the Stock Swap (both Companies)（４）Expected completion of the Merger

23 February 201727 February 201731 March 2017 (planned)
Autumn 2017 (planned)

For Questions Please Contact Us
Oisix Inc.: Public Relations – Takumi Ohkuma
TEL： 03-5793-1207 FAX：03-5447-2689 E-mail：publicity@oisix.co.jp
Daichi wo Mamoru Kai Co., Ltd.: Public Relations – Kazuya Ishii
TEL：043-213-5860 FAX：043-213-5604 E-mail：press@daichi.or.jp※NOTE: Above content subject to change without prior notice. For latest updates, please contact us via the above.