30 January 2018
Company Name: Oisix.daichi Inc.
Representative:

Kohey Takashima
Represenative Director & CEO

Securities Code:3182, TSE Mothers

Contact:Hajime Yamanaka
Corporate Officer, Administration(TEL．03-6867-1149)

Notice Regarding Acquisition of Shares of Radishbo-ya Co., Ltd (Subsidiarization)

Oisix.daichi Inc. (hereafter the Company) hereby announces that the Board of Directors, at a meeting heldon 30 January 2018, has resolved to acquire shares of Radishbo-ya Co., Ltd. (hereafter Radishbo-ya) andexact its subsidiarization.

NOTICE1.

Purpose of Share Acquisition

The EC industry in recent years has seen still further penetration of smartphones and a continued
diversification of sales channels utilizing such tools as SNS. At the same time, we are seeing ever shifting
consumer needs that accompany changes to lifestyles and values as demonstrated by the expansion in
two-income households and the rising awareness of health issues. As regards to the main business of theCompany – food with high consideration for health, awareness among consumers for security and safety
remains high.
Under such circumstances, the Company, in December 2016, came to agreement with Daichi wo Mamoru
Kai Co., Ltd toward management integration via merger. Subsidiarization via stock swap wasimplemented in March 2017 and on 1 October 2017, in an effort to maximize synergistic effects, a fullmerger of the two entities was implemented. Today, the combined company seeks to firmly establish theuniqueness and competitive advantages both the Oisix and Daichi wo Mamoru Kai brands.
Meanwhile, Radishbo-ya has a roughly 30-year history and robust network of contract producers in thearea of membership-type food delivery services. Radishbo-ya provides to its members uncompromised
security and safety in fresh produce, livestock, fishery, and additive-free processed food products.
In the name of securing food safety, both the Company and Radishbo-ya have rigorous standards as
regards to food production and the handling of food products. But importantly, both companies findfurther common ground in their focus on providing consumers with only the highest of quality foodproducts.

1

It was against this backdrop that the Company, beginning in autumn 2017, began discussions with theparent of Radishbo-ya, NTT DOCOMO, Inc. (hereafter DOCOMO), pertaining to the possibility ofcollaborative business opportunities especially where they relate to DOCOMO’s Smart Life business. Itwas through such discussions that the two companies came to the conclusion that expansion of the foodbusiness realm, the creation of new markets, and acceleration of future business efforts would be wellserved by consolidating the food delivery resources of the Company and Radishbo-ya and by efficiently
reorganizing the two companies’ assets in customer, producer and logisitics networks. Hence, it wasultimately agreed that the Company would acquire the Radishbo-ya shares owned by DOCOMO thereby
marking the creation of a new group company.
As regards to discussions regarding collaborative businesses with DOCOMO, please refer to “Resolution ofBasic Agreement Regarding Business Alliance with NTT DOCOMO and Subscription of New Shares via
Third-party Allocation.”
2. Summary of Company whose Shares will be Acquired(1)Company Name

Radishbo-ya Co., Ltd.

(2)

Location (Head Office)3-20-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo(3)

Name and Title of theToshinari Kunieda - Representative Director and CEO

Representaive(4)

Business Description

Membership based delivery service of organic, low-chemical, non-additive foods.

(5)

Capital

JPY 869 Million (as of 28 February 2017)(6)Year of Establishment

11 May 1992

Major Shareholders &NTT DOCOMO, Inc. (100%)(7)

Ownership (%)
(8)

(9)

Relationship between

Capital Relations

No relevant capital relations.

Listed Entity and

HR Relations

No relevant human resource relations.

Current Company

Business Relations

No relevant business relations.

3-Year Consolidated Business Performance / Financial Standing of Current Company (Unit: JPY Millions)(Ref.)
Fiscal YearFY 02/2015

FY 02/2016

FY 02/2017

FY 02/2018(3Q Cumulative)

Net Assets

1,568286295△271

Total Assets

8,835

6,621

5,435

4,006

Net Assets/ Share (JPY)

156,81328,60029,592△27,120

Sales

20,84922,327

19,786

14,100Operating Profit

205

657

15△533

Recurring Profit

225

693

44△524

Net Profit

172△1,307

9△567

Net Profit/ Share (JPY)

17,236△130,774

991△56,713

Dividend / Share (JPY)－－－－3. Summary of Company from which Stock will be Acquired(1)Company NameNTT DOCOMO, Inc.

(2)

Location (Head Office)2-11-1 Nagata-cho, Chiyoda-ku, Tokyo(3)

Name & Title of theKazuhiro Yoshizawa - Representative Director and CEO

Representative(4)

Business Description

Telecommunications, Smart Life Business, Other2

(5)Capital

JPY 949,679 Million (as of 31 March 2017)(6)

Date of Establishment

14 August 1991

(7)

Consolidated Net Assets

JPY 5,561,146 Million (FY 03/2017)(8)

Total Assets

JPY 7,453,074 Million (FY03/2017)(9)

Major Shareholers andNippon Telegraph & Telephone Corporation

63.32％

Percent Ownership (as ofThe Master Trust Bank of Japan, Ltd. (Trust Account)

1.85％

31 March 2017).

Japan Trustee Services Bank, Ltd. (Trust Account)

1.68％

Barkclays Securities Japan Ltd.

1.03％

State Street Bank and Trust Company

0.85％(Standing Proxy: Hong Kong Shanghai Bank – Tokyo Branch(Custodial Dept)
Japan Trustee Services Bank, Ltd. (Trust Account 5)

0.69％

State Street Bank West Client – Treaty 505234

0.58％(Standing Proxy: Mizuho Bank, Ltd. – Settlement Sales Dept.)
The Bank of New York Mellon as Depositary Bank for DR

0.54％

Holders(Standing Proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)(10)

Japan Trusty Services Bank, Ltd. (Trust Account 9)

0.54％

Japan Trusty Services Bank, Ltd. (Trust Account 1)

0.52％Relationship between

Capital Relations

No relevant capital relations.

Listed Entity andHR Relations

No relevant human resource relations.

Current CompanyBusiness Relations

No relevant business relations.

Relations withNo relevant relations.

Related ThirdParties
4. Number of Shares to be Acquired, Acquisition Value, and Holdings Before and After Transaction(1)

Holdings Prior to0 Shares (Voting Rights: 0 Shares)

Transaction(2)

Shares to be Acquired

10,000 Shares (Voting Rights: 10,000 Shares)(3)

Acquisition Value

JPY 1,000 Million(4)

Holdings Post Transaction

10,000 Shares (Voting Rights: 10,000 Shares, % of Voting Rights: 100％)※ As regards to Acquisition Value, the services of an independent third-party assessor was used to secure such data
as stock valuation in the name of fairness and validity/ suitability. Also, the Company has come to agreement withDOCOMO that as part of the agreement to acquire shares, DOCOMO will renounce all claims to monetary loans
extended to Radishbo-ya.
5. Schedule of Events(1)

Board of Director

30 January 2018

Resolution(2)

Conclusion of Contract

30 January 2018

(3)

Transfer of Shares

28 February 2018 (Tentative)※ The current transfer of shares is conditional on securing necessary approval from related regulatory authorities.

6. Note Regarding New Management Structure
An extraordinary meeting of general shareholders is scheduled for Radishbo-ya on 28 February 2018. At
that meeting, the current representative director and CEO, Mr. Toshinari Kunieda, will relinquish his3director responsibilities. In his place, a new representative director and CEO, Mr. Kohey Takashima(representative director and CEO of the Company), will be assigned on 28 February 2018.
7. Earnings OutlookIt is not anticipated that business contributions from Radishbo-ya will be reflected in the Company’s
consolidated business results for the fiscal year-ending March 2018. At the same time, it is anticipatedthat certain costs relating to research and/or processing of the acquisition of shares will emerge. The
Company is currently assessing any potential impact to current year consolidated earnings and will makeexpeditious disclosure should there be a need for revisions.
(Reference)
Current Year Consolidated Financical Forecast (as of 11 May 2017)（Unit：JPY Millions）
Net Profit

Sales

Operating Profit

EBITDA

Attributable to
Owners of Parent

Current Yr Forecast（FY03/2018）

38,000

670

1,390

390

End4