Acquisition

Compass Group PLC 11 December 2001 11th December 2001 COMPASS GROUP PLC COMPASS TO STRENGTHEN ITS PRESENCE IN JAPAN WITH ACQUISITION OF SEIYO FOOD SYSTEMS Compass Group PLC announced today that it is to strengthen its presence in the Japanese foodservice market through the acquisition of Seiyo Food Systems Inc, a leading Japanese foodservice operator that is listed on the Tokyo Stock Exchange. Compass Group has launched an offer to acquire all the issued share capital of Seiyo at a price of Y440 per share which values Seiyo's issued share capital at Y34.7 billion (£193 million), representing a premium of 32% to Seiyo's market value at the close of business in Tokyo yesterday. The consideration will be payable in cash upon completion from existing bank facilities. The board of directors of Seiyo has unanimously recommended the transaction to its shareholders. Compass Group has also entered into an agreement with Seiyo for Compass Group to subscribe Y10 billion (£56 million) for 27.5% of the enlarged equity of Seiyo. Seiyo's two largest shareholders, together representing 13.5% of the enlarged equity of Seiyo, have indicated support for the offer. As one of the largest foodservice companies in Japan, Seiyo has a strong presence in each of the key market segments of Contract Catering, Concessions and MSAs. Seiyo also has a 24.7% investment in Yoshinoya D&C Co. Ltd., a leading Tokyo listed Japanese fast food retailer with a market capitalisation of Y125 billion (£696 million). In the financial year ended 31 March 2001, Seiyo recorded consolidated revenues (on continuing business) of Y76.4 billion (£425 million) and consolidated operating profit (on continuing business and before interest, tax and exceptional items) of Y1.9 billion (£10 million). This excludes Y3.8 billion (£21 million) of operating profit, representing Seiyo's share from its investment in Yoshinoya D&C. Seiyo's consolidated net assets, at 30 September 2001, were Y43.5 billion (£242 million), including net debt of Y32.8 billion (£182 million). The transaction is expected to be earnings enhancing before goodwill amortisation in the first full year following completion. Seiyo provides Compass Group with the ideal platform to exploit the opportunities arising from the ongoing development and consolidation of the Japanese foodservice market. All members of the senior management team of Seiyo will maintain their current leadership roles, led by its president Takeshi Kohjima. The business will benefit from access to Compass Group's foodservice brands, purchasing power and management skills to enhance its position in the Japanese market, which, at £21 billion per annum, is the second largest foodservice market in the world after the US. Michael J. Bailey, Chief Executive, Compass Group PLC, said: 'While we are already active in the Japanese market, this deal marks a step change in our ability to take advantage of the substantial long-term growth opportunities in Japan. As the world's largest foodservice company, having a strong presence in the second largest foodservice market in the world is a key strategic priority. Seiyo is a company with a strong reputation in contract and concession foodservice and we look forward to welcoming the management and staff into the Group.' Takeshi Kohjima, President of Seiyo, said: 'The board of Seiyo is delighted to be recommending the acquisition of Seiyo by Compass Group. We believe that this is an excellent move for Seiyo, its shareholders, clients and customers. We look forward to building further on our commanding position in Japan under the Compass umbrella by continuing to provide the highest quality service to our customers and exploiting the significant opportunities that exist within the Japanese market.' Compass Group was advised by Goldman Sachs International. Ends Enquiries: Compass Group 11th December 2001 Michael J. Bailey Chief ExecutiveCompass Group PLC 020 7404 5959 Andrew Lynch Finance DirectorCompass Group PLC 020 7404 5959 Timothy Grey/Simon Sporborg Brunswick Group Ltd 020 7404 5959 Thereafter Michael J. Bailey Chief ExecutiveCompass Group PLC 01932 573 000 Andrew Lynch Finance DirectorCompass Group PLC 01932 573 000 Additional Information: 1. Compass Group is the world's largest foodservice company, employing over 300,000 people in over 90 countries and with annual revenues in excess of £8.5 billion. Compass Group provides catering for clients including major employers, educational establishments, hospitals, leisure venues, retail locations and at major airports and stations throughout USA, Europe and developing markets in Asia and South America. It operates through sector- specific subsidiaries such as Eurest, the world's largest specialist in providing foodservice to business and industry clients. Further information on the Group can be found at www.compass-group.com 2. Founded in 1947, Seiyo is based in Tokyo and manages 343 contract outlets for clients and operates 241 concession outlets throughout Japan. Seiyo has announced its intention to sell its CASA high street restaurants operating division. 3. Continuing business represents the results of Seiyo's consolidated entities, excluding discontinued operations and the results of CASA. For the financial year ended 31 March 2001, Seiyo recorded a loss before tax of Y247 million (£1.4 million), before net exceptional losses of Y13.1 billion (£74 million). 4. For illustrative purposes only, Yen amounts have been converted to Sterling equivalents at a Y/£ rate as at 10 December 2001 of 180. 5. Seiyo's board of directors has resolved to issue Y10 billion (£56 million) of new share capital to Compass Group for business purposes by way of third party allotment in advance of completion of the transaction which will result in Compass Group owning approximately 27.5% of Seiyo's enlarged equity. 6. Seiyo's two single largest shareholders, Saison Network Inc and Seibu Department Stores, Ltd., (both members of the Saison Group) as the company's largest customer group have together provided their formal support for the transaction. Both companies have agreed to sell their shares to Compass Group in due course, but in the meantime will vote their shares in concert with Compass Group. It is intended that Seiyo's shares be delisted from the Tokyo Stock Exchange as soon as practicable following completion of the transaction. 7. The transaction is conditional upon the receipt of acceptances such that the total of: (i) the Compass Group, Saison Network Inc and Seibu Department Stores, Ltd. Shareholdings, and (ii) acceptances under the offer, represent at least 50.1% of the Seiyo share capital as of the closing date of the offer. The transaction is also conditional upon other customary conditions. 8. Both Seiyu, an affiliate company of the Saison Group, and Seiyo's main bank, which together have a combined shareholding of over 3% in Seiyo's enlarged equity, have indicated their intentions to accept the offer. 9. On 29 March 2001, Compass Group announced the formation of a joint venture, Compass Group Japan, with the Itochu Corporation. At that time it was stated that Compass Group Japan would initially have annual revenues in excess of Y3 billion (£17 million). Itochu Corporation is highly supportive of the transaction.
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