Press Room
May 20, 2024
Mitsubishi Corporation
Regarding the sale of Japan KFC Holdings Co., Ltd.
Mitsubishi Corporation (MC) announced signing today of an agreement with the company (Carlyle Fund), which is indirectly owned all of the outstanding shares of its stock by The Carlyle Group Inc., regarding the sale of entire 35.12% stake in Japan KFC Holdings Co., Ltd. (Japan KFC) held by MC. Following Carlyle Fund's public tender offer for shares of Japan KFC, MC plans to transfer the shares of Japan KFC MC owns.
As a result of this series of transaction, Japan KFC will become a wholly‐owned subsidiary of Carlyle Fund.
As a result of this series of transaction, Japan KFC will become a wholly‐owned subsidiary of Carlyle Fund.
(MC’s History with KFC Japan)
MC has been involved in the management of Japan KFC since its establishment in 1970, contributing to the enhancement of Japan KFC's corporate value over the years through following activities: personnel dispatch, supply of raw materials, and so on. Japan KFC has now established its position as a leading brand in Western‐style fast food, achieving record‐high profits in fiscal year 2021 and maintaining stable performance in recent years. Having benefitted from more than 50 years of MC’s involvement of management, Japan KFC has grown adept at both operating and governing itself independently.
MC has been involved in the management of Japan KFC since its establishment in 1970, contributing to the enhancement of Japan KFC's corporate value over the years through following activities: personnel dispatch, supply of raw materials, and so on. Japan KFC has now established its position as a leading brand in Western‐style fast food, achieving record‐high profits in fiscal year 2021 and maintaining stable performance in recent years. Having benefitted from more than 50 years of MC’s involvement of management, Japan KFC has grown adept at both operating and governing itself independently.
(Background and Aim of the Sale)
MC is promoting the replacement of our strategic business portfolio under the Business Management System (Value‐Added Cyclical Growth model) in “Midterm Corporate strategy 2024”. Furthermore, with the business landscape in Japan having evolved in recent years due to changing consumer lifestyles, an aging society and falling birthrate, MC determined Carlyle Fund, with its extensive investment experience in the quick‐service restaurant business, as an ideal partner for Japan KFC to further enhance its corporate value.
MC is promoting the replacement of our strategic business portfolio under the Business Management System (Value‐Added Cyclical Growth model) in “Midterm Corporate strategy 2024”. Furthermore, with the business landscape in Japan having evolved in recent years due to changing consumer lifestyles, an aging society and falling birthrate, MC determined Carlyle Fund, with its extensive investment experience in the quick‐service restaurant business, as an ideal partner for Japan KFC to further enhance its corporate value.
(Overview of Agreement and Transactions)
Under the terms of MC's agreement with Carlyle Fund, MC agrees to: (1) not participate in Carlyle Fund's planned takeover bid for the ordinary shares of KFC Japan; and (2) following the public tender offer for MC's shares and share consolidation resulting in Carlyle Fund and MC being the only shareholders of KFC Japan, to sell all of its own shares (35.12%) to Japan KFC.
Transactions based on this agreement are expected to be completed in September 2024, subject to regulatory approval and fulfillment of precedent conditions.
Under the terms of MC's agreement with Carlyle Fund, MC agrees to: (1) not participate in Carlyle Fund's planned takeover bid for the ordinary shares of KFC Japan; and (2) following the public tender offer for MC's shares and share consolidation resulting in Carlyle Fund and MC being the only shareholders of KFC Japan, to sell all of its own shares (35.12%) to Japan KFC.
Transactions based on this agreement are expected to be completed in September 2024, subject to regulatory approval and fulfillment of precedent conditions.
(Impact on MC's Performance)
The impact of this sale on our performance shall be announced at an appropriate time.
〔Company Profile〕
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Company Name
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Mitsubishi Corporation
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Head Office
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3-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8086, Japan
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Date Established
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July 1, 1954 (Date Registered April 1, 1950)
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Representative
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Katsuya Nakanishi,
Representative Director, President and Chief Executive Officer
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Main Operations
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MC operates a wide range of businesses spanning multiple industries and overseen by eight industry-specific business groups: Environmental Energy, Materials Solution, Mineral Resources, Urban Development ＆ Infrastructure, Mobility, Food Industry, Smart-Life Creation, and Power Solution.
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URL
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Company Name
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Japan KFC Holdings Co., Ltd.
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Head Office
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4-5, Minatomirai 4-Chome, Nishi-ku, Yokohama-shi, Kanagawa, 220-8586
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Date Established
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July 4, 1970
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Representative
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Takayuki Hanji,
President, CEO & Representative Director,
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Main Operations
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Operation of directly managed, franchised and sub-franchised restaurants, and sales of fried chicken
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URL
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Company Name
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The Carlyle Group Inc.
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Head Office
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1001 Pennsylvania Avenue North West Washington District of Columbia United States
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Date Established
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1987 (Listing on NASDAQ in 2012)
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Representative
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HARVEY M. SCHWARTZ,
Chief Executive Officer and Director
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Main Operations
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Corporate investment, real estate investment, etc.
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URL
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Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171
