April 28, 2023
To whom it may concern
Company name

Mitsubishi Logistics Corporation

Representative

Hidechika Saito, President

Code number(9301, Tokyo Stock Exchange)

Contact

Shiro Ochi, Executive Officer, General
Manager of Planning and Operations

Phone

03-3278-6611

Notice Concerning Acquisition of Shares of a Global Logistics Company with DedicatedPharmaceutical and Healthcare and United States Government Services divisions in theUnited States and the United Kingdom (To make them a Consolidated Subsidiary)
Mitsubishi Logistics Corporation (hereinafter, “MLC”) announces that, today, it has decided to enter
into an agreement to acquire the shares of four specialty logistics companies with dedicatedpharmaceutical and healthcare and United States government services divisions, Cavalier Logistics
Management II, Inc., Cavalier International Air Freight, Inc., DC Dyna, Inc. in the United States andCavalier Logistics U.K. Limited in the United Kingdom (hereinafter, the "Cavalier Logistics Group")
through a new subsidiary to be established by MLC in the United States (hereinafter, the "U.S.
Subsidiary") and make them consolidated subsidiaries (hereinafter, the "Acquisition of Shares").
The Acquisition of Shares is subject to the authorization and approval of the relevant authorities. It isexpected that the process will proceed promptly and that the transaction is scheduled to be completed
by August 1, 2023, subject to the satisfaction of all closing conditions.
1.

Reason of the Acquisition of Shares
Cavalier Logistics Group is a highly successful logistics company with an advanced supply chain
in the United States and the United Kingdom, primarily focused on logistic solutions forcommercial enterprises, biopharma, healthcare and United States government agencies, and havebuilt a good relationship as a partner in MLC's U.S. operations over the years.
In addition, in accordance with the strategy of MLC’s long-term vision, MLC 2030 Vision, MLC
is expanding its medical and healthcare logistics business in the United States and Europe. By
affiliating Cavalier Logistics Group, MLC can build its business infrastructure in the United Statesand will be able to establish an integrated structure to operate in Japan, the United States andEurope.
With a large number of cutting-edge research and treatments being conducted in the United States,
the market is expected to continue to grow at a higher rate than the global pharmaceutical market.
By providing high-quality logistics services to customers in such markets and contributing to theresolution of various social issues, MLC group will enhance its presence in medical and healthcare- 1 -logistics market.
2.

Method of the Acquisition of Shares
The U.S. Subsidiary will acquire 90% of the total outstanding shares of the Cavalier Logistics
Group (See “5. Number of Shares to be Acquired, Acquisition Costs and Shareholding before andafter Acquisition” below for the breakdowns of acquisitions), and all of the total outstanding
shares of the Cavalier Logistics Group will be acquired by receiving in-kind contributions fromthe current CEO and CFO of the Cavalier Logistics Group, who hold the remaining 10% of theoutstanding shares of each Cavalier Logistics Group company. As consideration of the in-kind
contributions described above, the U.S. Subsidiary will deliver the current CEO and CFO 10%of the outstanding shares of the U.S. Subsidiary (Ratio of voting rights held:10%), making MLC
a shareholder owning 90% of the outstanding shares of the U.S. Subsidiary (Ratio of voting rights
held:90%).
In addition, with respect to certain logistics operations entrusted to Cavalier Logistics Group by
the U.S. Department of State, due to restrictions on foreign investment restrictions, suchoperations are scheduled to be spun off from Cavalier Logistics Group to a new company
established by the current CEO, and the approval for the business operations of the new company
from the relevant authorities is the condition of the closing to the Acquisition of Shares. The
Acquisition of Shares is also subject to the approval of the Committee on Foreign Investment inthe United States (CFIUS) (The approval includes a response from the Committee on Foreign
Investment in the United States stating that the acquisition does not require notification.).

3.

Overview of the subsidiary to be transferred(Reference) Simplified consolidated figures for the four Cavalier Logistics Group companies
Operating results and financial positions of Cavalier Logistics Group for the last two years*1*3
As of / The year ended

December 31, 2022*2

December 31, 2020

December 31, 2021

Consolidated Net assets

US$23,298,146

US$30,586,179

Consolidated Total assets

US$35,377,326

US$53,526,535

Consolidated Net sales

US$89,937,457

US$146,579,819

US$151,950,015

Consolidated Operating

US$3,213,744

US$11,851,506

US$14,570,990

US$6,341,855

US$8,563,220

US$10,330,449

US$5,665,843

US$7,533,519

US$10,330,449

ProfitConsolidated Profit beforetaxation
Profit attributable to ownersof the parents
Note 1: The figures are based on unaudited simplified consolidation.
Note 2: The figures for the year ended December 31, 2022 are for reference purpose only, as the figures
are prior to year-end adjustments.
- 2 -Note 3: (Reference) Latest exchange rate: US $1 = 133.72 yen (as of April 27, 2023)
3-1. Cavalier Logistics Management Ⅱ, Inc.
(1) Name

Cavalier Logistics Management Ⅱ, Inc.

(2) Location

45085 Old Ox Road, Dulles, VA, USA(3) Job title and name ofrepresentative

President, Timothy Holdaway(4) Description of Business

Administrative services(5) Share capital

US$30,000(As of December 2021)(6) Established2002(7) Major shareholders andownership percentage

Timothy Holdaway

42.167%

Louis Gallipoli

33.167%

CAV Holdings LLC

24.666%

Capital Relationship(8) Relationship between
MLC and saidcompany

Business relationship

None.
Business relationship exists under certain
service agreements.

Personal relationship

None.

Related party relationshipNone.

(9) Operating results and financial positions of said company for the last three years*1*3
December 31, 2020

December 31, 2021

December 31, 2022*2

Net assets

US$1,925,884

US$2,890,896

US$4,827,346

Total assets

US$3,324,411

US$8,830,069

US$10,286,863

US$2,140

US$4,010

US$5,364

US$4,695,334

US$6,119,542

US$7,139,748

Operating Profit

US$604,536

US$1,230,220

US$1,977,965

Profit before taxation

US$595,125

US$1,221,535

US$ 1,936,450

Profit attributable to owners

US$50,347

US$965,013

US$1,936,450

Earnings per share

US$56

US$1,072

US$2,152

Dividend per share

US$0

US$0

US$0

As of / The year ended

Net assets per share
Net salesof the parents

Note 1: The figures are unaudited
Note 2: The figures for the year ended December 31, 2022 are for reference purpose only, as the figures
are prior to year-end adjustments.
Note 3: (Reference) Latest exchange rate: US $1 = 133.72 yen (as of April 27, 2023)- 3 -3-2. Cavalier International Air Freight, Inc.
(1) Name

Cavalier International Air Freight, Inc.

(2) Location

45085 Old Ox Road, Dulles, VA, USA(3) Job title and name ofrepresentative

President, Timothy Holdaway(4) Description of Business

Logistics operations(5) Share capital

US$26,465(As of December 2021)(6) Established1985(7) Major shareholders andownership percentage

CAV Holdings LLC

90.000%

Timothy Holdaway

9.500%Louis Gallipoli

0.500%

Capital Relationship(8) Relationship between theMLC and saidcompanyNone.
Business relationship exists under certain

Business relationshipservice agreements.

Personal relationship

None.

Related party relationshipNone.

(9) Operating results and financial positions of said company for the last three years*1*3
December 31, 2020

December 31, 2021

December 31, 2022*2

Net assets

US$5,199,551

US$6,792,625

US$11,641,155

Total assets

US$17,374,683

US$30,191,597

US$30,045,181

US$5,777

US$7,547

US$12,935

US$76,122,584

US$121,585,081

US$128,536,442

US$611,837

US$6,595,599

US$9,057,589

Profit before taxation

US$1,727,817

US$1,923,465

US$4,848,529

Profit attributable to owners

US$1,596,583

US$1,593,075

US$4,848,529

Earnings per share

US$1,774

US$1,770

US$5,837

Dividend per share

US$0

US$0

US$0

As of / The year ended

Net assets per share
Net sales
Operating Profitof the parents

Note 1: The figures are unaudited
Note 2: The figures for the year ended December 31, 2022 are for reference purpose only, as the figures
are prior to year-end adjustments.
Note 3: (Reference) Latest exchange rate: US $1 = 133.72 yen (as of April 27, 2023)
3-3. DC Dyna, Inc.
(1) Name

DC Dyna, Inc.

(2) Location

45085 Old Ox Road, Dulles, VA, USA(3) Job title and name ofrepresentative

President, Timothy Holdaway- 4 -(4) Description of Business

Logistics operations(5) Share capital

US$10,000(As of December 2021)(6) Established1985(7) Major shareholders andownership percentage(8) Relationship between
MLC and said
company

CAV Holdings LLC

84.118%

Timothy Holdaway

10.000%John MacLaughlin

2.941%

Cassandra Jacques

1.471%

Brian Marshall

1.471%

Capital Relationship

None.

Business relationship

None.

Personal relationship

None.

Related party relationshipNone.

(9) Operating results and financial positions of said company for the last three years*1*3
December 31, 2020

December 31, 2021

December 31, 2022*2

Net assets

US$15,937,003

US$20,449,109

US$23,980,955

Total assets

US$17,830,859

US$23,265,308

US$26,364,001

US$3,116

US$4,010

US$4,702

Net sales

US$41,540,302

US$51,676,998

US$60,301,448

Operating Profit

US$2,108,936

US$3,774,048

US$3,522,646

Profit before taxation

US$4,096,642

US$5,159,129

US$3,532,680

Profit attributable to ownersUS$4,096,642

US$4,716,341

US$3,532,680

Earnings per share

US$803

US$963

US$693

Dividend per share

US$0

US$0

US$0

As of / The year ended

Net assets per shareof the parents

Note 1: The figures are unaudited
Note 2: The figures for the year ended December 31, 2022 are for reference purpose only, as the figures
are prior to year-end adjustments.
Note 3: (Reference) Latest exchange rate: US $1 = 133.72 yen (as of April 27, 2023)【Important changes in circumstances expected in the future】
As described in 2. Method of the Acquisition of Shares, logistics operations related to the U.S.
Department of State are scheduled to be spun off from DC Dyna, Inc. due to restrictions on foreign
capital in the United States. The impact of the spin-off on the results of operations of DC Dyna, Inc.
is expected to be a decrease of approximately US $1,041,000 in Net sales and US $89,000 in Profit
before taxation.

- 5 -3-4. Cavalier Logistics U.K. Limited.
(1) Name

Cavalier Logistics U.K. Limited.

(2) Location

3 Felthambrook Way Feltham, Greater London TW13 7DU, UK(3) Job title and name ofrepresentative

President, Timothy Holdaway(4) Description of Business

Logistics operations(5) Share capital£100(As of December 2021)(6) Established2014(7) Major shareholders andownership percentage(8) Relationship between
MLC and said
company

Cavalier Logistics Management Ⅱ, Inc.
Capital Relationship

None.

Business relationship

None.

Personal relationship

None.

Related party relationshipNone.

100.000%(9) Operating results and financial positions of said company for the last three years*1*3
December 31, 2020

December 31, 2021

December 31, 2022*2

Net assets£113,132£202,803£407,401

Total assets£1,381,578£2,170,462£3,357,057

£221

£243

£4,074£3,064,100£5,519,462£7,172,539

Operating Profit£118,443£136,234£(9,002)

Profit (Loss) before taxation£118,443£136,234£(9,002)

Profit attributable to owners£118,443£136,234£(9,002)

Earnings per share£118£136£(90)Dividend per share

£0

£0

£0

As of / The year ended

Net assets per share
Net salesof the parents

Note 1: The figures are unaudited
Note 2: The figures for the year ended December 31, 2022 are for reference purpose only, as the figures
are prior to year-end adjustments.
Note 3: (Reference) Latest exchange rate: £1 = 166.67 yen (as of April 27, 2023)
Disclosure of the newly established U.S. subsidiary of MLC is omitted because the U.S. Subsidiary isa holding company for the Acquisition of Shares and the establishment of the U.S. Subsidiary falls
within the scope of the minimal standard criteria that do not require the timely disclosure.

- 6 -Overview of the Counterparty to the Acquisition of Shares

4.

(1) Name

CAV Holdings LLC(2) Location

45085 Old Ox Road, Dulles, VA, USA(3) Job title and name ofrepresentative

Managers, Timothy Holdaway and Louis Gallipoli, Sr.

(4) Description of Business

Established for this Acquisition of Shares(5) Share capital

US $30,000 (As of April 2023)(6) Established2023(7) Net assets

US $120,233,333(8) Total assets

US $120,233,333(9) Major shareholders andTimothy Holdaway (including associated entities)

81.106%

Louis Gallipoli (including associated entities)

18.894%ownership percentage(10) Relationship between
the MLC and saidcompanyCapital Relationship

None.

Business relationship

None.

Personal relationship

None.

Related party relationship

None.

(1)

Name

Timothy Holdaway(2)

Address

c/o 45085 Old Ox Road, Dulles, VA USA

Relationship between(3)

MLC and person

None.

concerned
(1)

Name

Louis Gallipoli(2)Address

5192 The Pointe, Englewood, FL 34223 USA

Relationship between(3)

MLC and person

None.

concerned

5. Number of Shares to be Acquired, Acquisition Costs and Shareholding before and afterAcquisition
(1)

(2)

Number of Shares

0 Shares

Held before the(Number of voting rights: 0 units)

Change(Ratio of voting rights held: 0.0%)

Number of Shares tobe Acquired･Cavalier Logistics Management Ⅱ, Inc.: 900 shares(Number of voting rights: 900 units)･Cavalier International Air Freight, Inc.: 900 shares- 7 -(Number of voting rights: 900 units)･DC Dyna, Inc.: 5,100 shares(Number of voting rights: 5,100 units)･Cavalier Logistics U.K. Limited.: 100 shares(Number of voting rights: 100 units)
Disclosure is withheld due to the confidentiality obligations based on(3)Acquisition Cost

discussions with the counterparties. The acquisition cost is within thescope of minimal standard criteria (less than 15% of MLC’s consolidatednet assets) that do not require the timely disclosure.
･Cavalier Logistics Management Ⅱ, Inc.: 900 shares(Number of voting rights: 900 units)(Ratio of voting rights held: 100.0%)･Cavalier International Air Freight, Inc.: 900 shares(Number of voting rights: 900 units)(4)

Number of Shares(Ratio of voting rights held: 100.0%)

Held after the Change･DC Dyna, Inc.: 5,100 shares(Number of voting rights: 5,100 units)(Ratio of voting rights held: 100.0%)･Cavalier Logistics U.K. Limited.: 100 shares(Number of voting rights: 100 units)(Ratio of voting rights held: 100.0%)

Note: As described in "2. Method of the Acquisition of Shares" above, through the Share Acquisition,
MLC will hold shares equivalent to 90% of the total number of issued shares of the U.S. Subsidiary(ownership ratio of voting rights: 90.0%).
6. Timetable
Date of resolution at(1)the meeting of theApril 28, 2023

Board of Directors
(2)

(3)

7.

Date of Definitive
Agreement
Date of completion ofAcquisition of Shares

April 28, 2023

August 1, 2023 (scheduled)

Future Outlook
The impact of this Acquisition of Shares to MLC’s full-year consolidated earnings forecast for
the fiscal year ending March 2024 is currently under review, and has not been reflected in theforecast for the fiscal year ending March 31, 2024 disclosed in the Flash report as of and for the- 8 -year ended March 31,2023, which was released today.
We will make an announcement if there are any matters to be disclosed in the future.

- 9 -