June 3, 2019
To whom it may concern:
Company Name: NAGASE & CO., LTD.
Representative:

Kenji Asakura,
Representative Director President

Stock Exchange Listing: Tokyo (First Section) Code 8012
Contact:

Yasuhiro Mihara, Executive Officer,
General Manager, Corporate Planning Dept.

Tel:+81 3 3665 3028

Notice regarding the acquisition of US Prinova GroupNAGASE & Co., LTD. (hereinafter referred to as “NAGASE” or the “Company”) today announces
that, entrusted by the Board of Directors, Representative Director and President Kenji Asakura
resolved to acquire Prinova Group, LLC (Illinois USA, hereinafter “Prinova”) through its whollyowned subsidiary Nagase Holdings America Corporation (“NHAC”) (the “Transaction”), making it
a consolidated subsidiary.
Prinova, one of the leading distributors of food ingredients and provider of integrated solutions for
global food, beverage and wellness brands, will serve as a strategic base for further expanding
NAGASE’s food business in the United States and Europe. Going forward, NAGASE expects toexpand market presence by providing further added value to consumers in North America, Europeand Asia, through synergies created by combining Prinova’s vertically integrated capabilities ofingredients procurement, processing and contract manufacturing, and the strong R&D expertise of
NAGASE’s Group company Hayashibara, which specializes in manufacturing functional foodproducts.
This Transaction marks a key milestone for NAGASE in realizing its mid-term management
strategy (ACE-2020) as it focuses on reforming its profit structure, representing a major step
towards significantly expanding sales and market presence in North America and globally in thelifestyle and healthcare space. Prinova will continue to be led by the current management
maintaining its facilities, brands and practices, reporting to the board of NAGASE to work towards
further maximizing synergies within the Group.
1.

About NHAC

(1) Name(2) Address

Nagase Holdings America Corporation
546 Fifth Avenue 16th Floor, New York, NY 10036-5000
1(3) Name and title of Representative

U.S.A.
Ryuichi Uchida (CEO)(4) Main business(5) Share capital

Investment, asset management and other services
1,000 US$

2. About Prinova
Prinova Group, LLC(1) NamePrinova Group, LLC(2) Address(3) Name and title of Representative

6525 Muirfield Drive, Hanover Park, IL60133, USA
Donald K. Thorp (President)(4) Main business(5) Share capital(6) Founded(7) Major shareholders and their holdings(8) Relations between Nagase and Prinova

Prinova Solutions Europe Limited(1) Name(2) Address(3) Name and title of Representative(4) Main business

Sale of food ingredients, processing and contract
manufacturing
USD 11.7 MM
1978
1．Prinova Corp. 60.57375%
2．Donald K. Thorp 2006 Gift Trust 30.84292％
3．Ronald Juergens 8.58333%
CapitalNone
Personnel
NoneBusiness
None

Prinova Solutions Europe Limited (“Prinova Solutions”)
10 Aldersgate Street, London, England, EC1A 4HJ
Donald K. Thorp（Director）
Kevin William Thorp（Director）
Sales and formulation of multi-component premixes andblends(5) Share capital(6) Founded

USD 9.4 MM1999(7) Major shareholders and their holdings

Prinova Europe Limited 100.0%
CapitalNone(8) Relations between Nagase and Prinova
Solutions

Personnel
Business

None
None

Note: Both Prinova and Prinova Solutions will be recognized as specified subsidiary companies under theCabinet Office Ordinance on Disclosure of Corporate Affairs as their capital will be more than 1/10 of the totalcapital of the Company.
4.

About the Sellers
2Details regarding the shareholders of Prinova Group, LLC are undisclosed due to confidentiality. There areno material capital, personnel, related party relationships between the Group and any of the Sellers.
5. Timeline(1) Board of Directors’ approval(2) Signing of definitive agreements(3) Closing

June 3, 2019
June 3, 2019
July, 2019 (plan)

6. Future Outlook
The impact of this transaction on the consolidated financial results of the Company is currently underreview. Any material impact on our results will be disclosed on a timely basis.
(Reference) Consolidated forecast for FY2020 and results of FY2019 (announced on May 7th 2019)(mm yen)Sales
FYE March 2020
(Forecast)FYE March 2019

Operating income

Ordinary
incomeNet income

850,000

26,00027,00020,500807,755

25,226

26,643

20,1363