Press Releases

Fiscal 1998

January 27, 1999
Asahi Chemical Industry Co., Ltd.

Japan Tobacco Inc.

Basic Agreement Concluded for Transfer of Food Products Business


Asahi Chemical Industry Co., Ltd. (Asahi Chemical; Head Office, Tokyo; President, Kazumoto Yamamoto) and Japan Tobacco Inc. (JT; Head Office, Tokyo; President, Masaru Mizuno) today concluded a basic agreement for transfer of the operating assets of the food products business of Asahi Chemical to JT. The essentials of the accord are as follows.

Scope of transfer

The transfer will comprise all of the tangible assets, business rights, and other assets of the food products business of Asahi Chemical, including its frozen food, flavoring and flavor enhancer, bakery product, breadmaking material, and other operations, and the shares of Asahi Chemical in eight related subsidiaries.


Scheduled date of transfer

The transfer is scheduled to be effected on July 1, 1999, following completion of related discussion and agreement between Asahi Chemical and JT concerning the procedure and other particulars of the transfer.


Personnel

The personnel of Asahi Chemical engaged in its food products business will be accepted as employees of the JT group, with the same level of employment terms and conditions at the JT group as those currently applicable to these personnel as Asahi Chemical employees.



 

Reference materials enclosed

 

Reference-1: Brief corporate profile of Asahi Chemical Industry Co., Ltd.

 

Head Office:

1-2 Yurakocho 1-chome, Chiyoda-ku
Tokyo 100-8440, Japan

 

President:
Kazumoto Yamamoto

 

Paid-in capital:
103.3 billion yen

 

Sales:
1,069.7 billion yen(year ended March 31, 1998)

 

Employees:
14,586 (as of March 31, 1998)

 

Main business sector:
Manufacture and sale of chemical products, plastic resins, housing, construction materials, fibers and textiles, pharmaceuticals and health care products, food products, alcoholic beverages, electronics materials and products, functional membranes and membrane systems, other products and services.

 

 

Reference-2: Brief corporate profile of Japan Tobacco Inc.

 

Head Office:

2-2-1 Toranomon, Minato-ku
Tokyo 105-8422, Japan
Phone +81-(0)3-3582-3111

 

President:
Masaru Mizuno

 

Paid-in capital:
100.0 billion yen

 

Sales:
2,621.6 billion yen (year ended March 31, 1998)

 

Employees:
Approximately 20,800 (as of March 31, 1998)

 

Main business sectors:
Major operations in tobacco products and related sectors; growing diversification and expansion in pharmaceuticals, food products, agricultural products, real estate, engineering services, and other sectors.

 

Reference-3: News Release by Asahi Chemical

 

Asahi Chemical Industry Co., Ltd.

January 27, 1999

Agreement Reached for Transfer of Food Products Business to JT

 

Asahi Chemical Industry Co., Ltd. (Asahi Chemical; Head Office, Tokyo; President, Kazumoto Yamamoto) agreed today to the transfer of its food products business to Japan Tobacco Inc. (JT; Head Office, Tokyo; President, Masaru Mizuno).

The transfer will consist of all of the tangible assets, business rights, and other assets of the food products business of Asahi Chemical, including its frozen food, flavoring and flavor enhancer, bakery product, breadmaking material, and other operations, and eight related subsidiaries, including Asahi Foods, Sunburg, Thai Foods International, and Hans Continental Smallgoods.


The foods product business of Asahi Chemical began in 1935, with flavor enhancer development and production. Today, it has expanded into a broad ranging business with consolidated base annual sales of 48 billion yen in sectors ranging from frozen food products, to bakery products and breadmaking materials acquired through merger with Toyo Jozo, to meat processing operations in Australia.


The transfer of the food products business is in accord with strategic corporate direction and growth in the 21st century, for Asahi Chemical and for JT.


For Asahi Chemical, it is in accord with the corporate and business restructuring now in progress. The restructuring is directed toward the development of a new strategic business portfolio, characterized by a major axis of operations and products in a position of competitive superiority. Selectivity and concentration are essential to its attainment.


JT is now engaged in a concerted drive for the development of operations in the food and food products sector, and the growth of its food business as a key element of the strategic corporate diversification of JT. We are confident in the advancement of the food products business following its transfer to JT, and in the establishment of this transfer as the best possible course for the business itself and for its employees.

 

Reference-4: News Release by JT

Japan Tobacco Inc.

2-2-1 Toranomon, Minato-ku
Tokyo 105-8422, Japan
Phone +81-(0)3-3582-3111

January 27, 1999

Agreement for Transfer of Food Products Business from Asahi Chemical

 

Japan Tobacco Inc. (JT; Head Office, Tokyo; President, Masaru Mizuno) concluded a basic agreement today with Asahi Chemical Industry Co., Ltd. (Asahi Chemical; Head Office, Tokyo; President, Kazumoto Yamamoto), for transfer of the Asahi Chemical food products business to JT on July 1 of this year.

The transfer will consist of all of the tangible assets, business rights, and other assets of the food products business of Asahi Chemical, including its frozen food, flavoring and flavor enhancer, bakery product, breadmaking material, and other operations, and its shareholdings in eight related subsidiaries, including Asahi Foods, Sunburg, Thai Foods International, and Hans Continental Smallgoods.


JT is engaged in a strategic effort directed toward corporate transformation and development into a diversified, global, high growth enterprise with core operations in the tobacco products sector and with major operations in the pharmaceuticals sector and in the food and food products sector constituting the second and third strategic corporate elements. It is an effort for the achievement of enhanced corporate value with highly selective, effective investment and development in strategic businesses. In its Food Business Division, this investment has already led to the successful establishment, development, and growth of operations in beverages and in processed foods.


The full strategic entry into the processed foods sector began in February 1998 with the establishment of the JT alliance with the Pillsbury Company of the United States, and is proceeding with expansion and growth of Green Giant and other leading brands.


The transfer of the food products business from Asahi Chemical will substantially increase the potential for growth of the JT food business. It establishes a strategic new base within JT for domestic development and production of food products, and adds the strongly based marketing network and systems developed for institutional and other food products by Asahi Chemical. The transfer and merger of this food products business with the current operations of JT in food and food products, and the addition of its marketing strengths to the inherent consumer market strength of JT gained through its longstanding operations in tobacco products and in beverages, represents the establishment of a highly complementary, synergistic combination of product, operational, and marketing strengths, and opens the way for further advancement and growth in the years ahead.



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