Basic agreement on biz integration among FR Japan apparel firms
April 03, 2008 - Japan
FAST RETAILING CO LTD decided at its board of directors meeting held today to consider a business merger between three of its consolidated subsidiaries G.U. CO LTD, ONEZONE CORPORATION, and VIEWCOMPANY CO LTD. These three companies signed a basic agreement today, the aim of which is to start discussion to integrate business and merge management operations.
Overview and aim of business integration and merger
FAST RETAILING CO LTD has infused the operational knowledge and experience derived from its UNIQLO clothing business in an effort to boost profitability at the three subsidiary firms. However, we judged that it would be difficult to deal with the deterioration in performance at each firm individually, and we are now of the opinion that a more fundamental restructuring of operations is required.
The fundamental objective here is for FAST RETAILING to take a leading role in fully utilizing the management resources of the Group including the UNIQLO operation, and to advance the establishment of a footwear operation and a low price casual clothing operation that can offer the customer fresh value. To that aim, we have decided to open discussion on the possibilities for realizing such operations with FAST RETAILING as the driving force. At the same time, we will also consider the integration of business and merger of management functions among the Group’s three subsidiaries that are currently developing footwear and low-cost casual clothing. In accordance with this decision, those three companies signed a basic agreement dated today to start discussion to integrate their businesses and merge their management functions.
We expect future business cooperation between the three companies to involve positive inter-company personnel exchange between the three firms and FR with its mainstay UNIQLO operation. Cooperation will also include the setting and holding of joint meetings, etc.
Management merger implementation –the timing and method
At this point in time, the exact timing and details for implementing the merger of management functions are undetermined. We will disclose these details as soon as they are decided following careful consideration by FAST RETAILING and the three subsidiary companies.
Any management merger among the three subsidiaries will be subject to the successful transformation of VIEWCOMPANY into a wholly owned subsidiary of the FAST RETAILING Group. The details of this transition are described in the document released on March 19, 2008 entitled “VIEWCOMPANY to become a wholly owned subsidiary of FAST RETAILING.”
The remuneration to be delivered to remaining shareholders when VIEWCOMPANY becomes a wholly owned FR subsidiary will not be affected by the decision to merge the three subsidiary firms. Instead, this remuneration will be calculated to equal the purchase price in the tender offer on VIEWCOMPANY joint stock carried out between January 11 and February 27, 2008.
for Overview of the three companies: