Tokyo-based Kirin Holdings Company, Limited (Kirin Holdings) (TOKYO: 2503) has announced plans to increase its stake in FANCL Corporation (FANCL) (TOKYO: 4921) through a comprehensive tender offer and the issuance of share warrants under the Financial Instruments and Exchange Act. The objective is to transition FANCL into a wholly-owned subsidiary.
Background: Aligned with its long-term strategy outlined in Kirin Group Vision 2027, Kirin Holdings aims to lead globally in Creating Shared Value (CSV), spanning from food and beverages to pharmaceuticals. This includes expanding into health science, leveraging its expertise in fermentation, biotechnology, and immunology. The 2019 capital and business alliance with FANCL marked a pivotal step, followed by the acquisition of Australia’s Blackmores Limited in 2023, solidifying Kirin Holdings’ footprint in the Asia-Pacific natural health market.
FANCL’s Vision 2030: Under its Vision 2030, FANCL aims to enhance global wellness and beauty, responding adeptly to evolving consumer needs exacerbated by COVID-19. With a robust direct-to-consumer (D2C) model constituting 70% of sales, FANCL plans to fortify its domestic operations while strategically expanding overseas investments.
Purpose of Acquisition: Kirin Holdings aims to capitalize on FANCL’s consumer engagement strengths and product commercialization capabilities, complementing its own innovations in fermentation-derived ingredients and market access in Asia-Pacific. By integrating operations, Kirin Holdings anticipates synergies in research, production, and market expansion, enhancing its presence in health foods and cosmetics globally.
Transaction Overview: The acquisition involves a takeover bid (TOB) with a tender offer price set at 2,690 yen per share, representing a significant premium over recent market prices. Kirin Holdings plans to purchase 82,051,400 shares, financed through interest-bearing debt. The transaction, subject to shareholder approval and regulatory clearance, underscores Kirin Holdings’ commitment to advancing its health science business.
Next Steps: Following endorsement by a special committee and FANCL’s Board of Directors, shareholders are encouraged to participate in the TOB, which commenced on June 17, 2024, and will run through July 29, 2024. Nomura Securities Co., Ltd. serves as the tender offer agent, providing detailed information for interested parties.
For further details, refer to the “Notice Regarding Commencement of Tender Offer for Share Certificates, etc. of FANCL CORPORATION (Securities Code 4921)” dated June 14, 2024.
