TOKYO, JAPAN, 8 04, 2016
At its Board of Directors’ meeting on Thursday, August 4, 2016, Lawson, Inc. decided to sign a joint-operation contract for the San’in region with convenience store operator Poplar Co., Ltd. The contract largely covers the joint operation of Lawson-chain convenenience stores in the San’in region, some details of which are disclosed below.
1. Motivation for a joint-operation contract
To better confront the rapidly changing environment in the convenience store industry, Lawson and Poplar signed a capital and business alliance in December 8, 2014. That alliance has since spanned a range of activities from joint procurement of raw materials and products to joint use of distribution infrastructure. Subsequently, on September 18, 2015, Lawson and Poplar signed a basic business alliance at the store level. Then, in November 2015, Poplar Project Co., Ltd. (a fully owned subsidiary of Poplar Co., Ltd.) started operating two stores under a new LAWSON POPLAR brand, which have proved a successful precursor to the development a full-fledged double-brand store network in the region. With that aim in mind, both companies have decided to sign a joint-operation contract for the San’in region. The contract will involve the transfer of a portion of the rights and obligations relating to Poplar’s convenience store operation in the San’in region to Lawson.
2. Overview of joint-operation contract
Having satisfied all legal procedures and actions to prevent the forming of a private monopoly and to ensure fair trading, Lawson intends to establish Lawson San’in Co., Ltd. (temporary name) in the San’in region. The new company will develop a regional franchise operation, incorporating any established POPLAR-brand convenience store that wishes to transfer to a joint LAWSON POPLAR brand, and all LAWSON stores operated by Lawson’s Tottori and Shimane branch offices. Details of the joint-operation agreement decided at the Lawson Board meeting on Thursday, August 4, 2016 are listed below:
The detailed content of the company splits will be disclosed once it has been confirmed.
3. Schedule
Board of Directors’ meeting (Poplar) Board of Directors’ meeting (Lawson) Signing of joint-operation contract |
August 4, 2016 August 4, 2016 August 4, 2016 |
Board meeting on company splits (Poplar) Board meeting on company splits (Lawson) |
September 6, 2016 (tentative) September 6, 2016 (tentative) |
Signing of contract for company splits | September 15, 2016 (tentative) |
Implementation (effective date) | November 1, 2016 (tentative) |
Note: Each company split is a simple company split as determined under Item 2, Article 796 of the Companies Act for both Lawson and Poplar. As such, the company splits are expected to be executed without seeking prior approval from respective general shareholders’ meetings.
4. Overview of Lawson, Inc. and Poplar Co., Ltd.
Lawson, Inc. | |
(1)Company name | Lawson, Inc. |
(2)Business location | East Tower, Gate City Osaki, 1-11-2 Osaki, Shinagawa-ku, Tokyo |
(3)Name and title of representative director |
Genichi Tamatsuka, Chairman and CEO, Representative Director |
(4)Main areas of business operation | Development of the Lawson convenience store franchise chain |
(5)Capital | 58,506 millions of yen |
(6)Established | April 15, 1975 |
(7)Shares issued | 100,300,000 |
(8)fiscal year-end | End of February |
(9)Major shareholders and shareholdings (as of February 29, 2016) | ・Mitsubishi Corporation33.5% ・Japan Trustee Services Bank, Ltd. (Trust account) 4.1% ・The Master Trust Bank of Japan, Ltd. (Trust account) 3.5% |
(10)Recent overview of corporate results and financial position for FY2015 (Consolidated) | |
(Millions of yen) | |
Net assets | 272,997 |
Total assets | 803,212 |
Net assets per share (Yen) | 2,643.97 |
Gross operating revenue | 583,452 |
Operating profit | 72,541 |
Recurring profit | 69,622 |
Net profit | 31,381 |
Net earnings per share (Yen) | 313.81 |
Dividend per share (Yen) | 245 |
Poplar Co., Ltd. | |
(1)Company name | Poplar Co., Ltd. |
(2)Business location | 665-1 Asacho Oaza Kuchi, Asakita-ku, Hiroshima |
(3)Name and title of representative director | Shinji Meguro, President & CEO |
(4)Main areas of business operation | Convenience store operation, drugstores, wholesale food business, insurance agency business |
(5)Capital | 2,410 million yen |
(6)Established | April 20, 1976 |
(7)Shares issued | 9,905,822 |
(8)fiscal year-end | End of February |
(9)Major shareholders and shareholdings (as of February 29, 2016) | ・Shunji Meguro22.12% ・Poplar Kyoeikai17.28% ・Lawson, Inc.5.00% ・Poplar Employee Shareholding Association3.14% ・The Hiroshima Bank, Ltd.2.14% |
(10)Recent overview of corporate results and financial position for FY2015 (Consolidated) | |
(Millions of yen) | |
Net assets | 2,893 |
Total assets | 12,628 |
Net assets per share (Yen) | 292.11 |
Gross operating revenue | 38,777 |
Operating profit | 82 |
Recurring profit | 129 |
Net profit | 60 |
Net earnings per share (Yen) | 6.8 |
Dividend per share (Yen) | 0 |
5. Future business outlook
We expect the impact from company splits No.1, 2, 3 and 4 on Lawson’s overall business performance to be minimal. Any further details will be disclosed swiftly following the Board of Directors’ meeting to be held on September 6, 2016.