May 29, 2020
Dear All,
Company name: Nishimoto Co.,Ltd.
Representative: Yoshiro Susaki Chairman & President(Code No.：9260 First section of Tokyo Stock Exchange）
Contact: Director Yuji Sasa（Phone:03-6870-2015）

Notice regarding the acquisition of shares of COMPTOIRS DES 3 CAPS SAS
by our consolidated subsidiary
We hereby provide information below, regarding the acquisition of 70% of our affiliated company,
COMPTOIRS DES 3 CAPS SAS (“C3C”) shares by our consolidated subsidiary NTC Wismettac
Europe B.V. (“Dutch Subsidiary”) to turn it to a subsidiary (a sub-subsidiary for our company）,as it
has been decided.
Details
1. Reason for the acquisition of shares
Our Dutch Subsidiary’s main business is the import and wholesale of Japanese food products
mainly in the Netherlands. Now, it has been decided that it will acquire an additional 70% shareson top of the 20% that it already has on the current French affiliated company C3C. In result,it will be welcoming 4 group companies, C3C and its three operating subsidiaries. (Figure below)
As a growth strategy for our Asian Food Global Business, we have the “Development andexpansion of the Business platform outside the U.S”. Europe is a market where further growthis to be expected in the mid-term. Thus, before the current matter, as of February this year, it
has turned its affiliated company SSP Konsumgüter TRADE & CONSULT GmbH（location：Germany, “SSP”）to a wholly-owned subsidiary by acquiring the remaining 80% shares.
After the acquisition of the shares through this matter in France by our Dutch Subsidiary, it
would signify that our European business platform for Japanese food centered Global Asian Food
product wholesale would be established with the 3 strategically located business bases on themain European countries; UK（Wismettac Harro Foods Ltd.）, Germany（SSP）, France（C3C,this matter）.
NTC Wismettac Europe B.V. 【Dutch Subsidiary】
【UK】

100%

Wismettac HarroFoods Ltd.

【France】

90%【This matter】 【Germany】 100%Comptoirs Des 3 Caps
SAS 【C3C】
Comptoirs
OceaniquesSAS

SSP Konsumgüter
TRADE &CONSULT GmbHCap CavallySARL

Tropic Fish
SARL

2.

Overview of the subsidiary acquiring the shares
Our Dutch Subsidiary(as of today May 29, 2020)(1) NameNTC Wismettac Europe B.V.
(2) Location
Stroombaan 10, 1181VX, Amstelveen, The Netherlands(3) Representative
Director Ian Hetherington(4) Main BusinessJapanese food centered Global Asian Food product wholesale(5) Capital
400 thousand Euro13.

Overview of opposition from whom the shares will be acquired(1) Name
ALBATROS SARL(and manager of the company)
DAENA SARL(and manager of the company)(2) Relationship with
There are no capital nor personal nor transaction relationship
the Company
that should be stated between them and the company.

4.

No. Shares to be acquired, transaction price and situation of shares before/after(1) No. of shares (before)
42,389 shares（share ratio：20％）(2) No. shares to be acquired
148,362 shares(3) Transaction priceShares of C3C
35,732 thousand Euro
Advisory fee (Approx.)
80 thousand Euro
Total (Approx.)
35,812 thousand Euro
(4) No. of shares (after)
190,751 shares（share ratio：90%）

5.

Overview of the sub-subsidiary (French corporation)(1) Name
COMPTOIRS DES 3 CAPS SAS(2) Location
16 rue de Travy 94320 Thiais France(3) Representative
Alain BAILLY(4) Business lineImport, processing, wholesale of Tuna and Salmon products（4 group companies）(5) Capital
211 thousand Euro
(6) FoundedJanuary 2004
(7) No. of employee
93 employees (4 group companies)(8) Main shareholders ALBATROS SARL(and manager of the company） 40%
DAENA SARL（and manager of the company）40%
Dutch Subsidiary 20%(9) Group overview
C3C as the holding company, 3 companies such as Comptoirs
Oceaniques SAS as operating subsidiaries.
(10) Relationship with
C3C is an affiliated company of our Dutch Subsidiary who owns
the Company
20% shares、and our Dutch Subsidiary has a record of selling toC3C group.
(11) Business performance and financial status of Last fiscal year (Consolidated) (K€)
Accounting Period
FY 2017
FY 2018
FY 2019
Net Assets
10,682
12,688
16,963
Total Assets
43,03240,50040,845
Sales
109,649
113,875
124,642
Operating profit
4,956
3,494
6,255
Net profit
2,566
2,005
4,275
※C3C applies the French Accounting standards to their financial statements, on which
there is no reference to Ordinary Profit.

6.

Scheduled Agenda（Plans）
Transaction date：July 1, 20207.

Effect on business performanceThe effect of this matter on this year’s consolidated business performance are currently
under investigation. If matters that must be disclosed arises, it will be disclosed promptly.
2