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Announcement of Acquisition of Shares in Treatwell Holdings B.V., Operator of "Treatwell", an Online Beauty Reservation Service in Europe
June 5, 2015
Recruit Holdings Co., Ltd. (hereinafter the "Company"), through Hotspring Ventures Limited (hereinafter, "Hotspring"), the Company's consolidated subsidiary in the U.K, announces that it has decided to acquire 100% of Treatwell Holdings B.V. (Headquarters: Amsterdam, Netherlands; CEO: Laurens Hendrikus Groenendijk; hereinafter "Treatwell"), a European online hair and beauty marketplace.
The existing management team of Treatwell will hold shares in RGF Beauty UK Ltd., the Company's consolidated subsidiary in the U.K. and Hotspring's parent company. As such, Treatwell will continue to oversee management of the company together with the Company's group.
1. Purpose of the acquisition of the shares
Since launching its online beauty appointment booking service in 2012 in Netherlands, Treatwell has been operating a consumer marketplace in the Netherlands, Belgium, and Germany for booking spas and hair and beauty salons. With approximately 2,500 listed salons as of the end of May 2015, it ranks second after Hotspring in online hair and beauty bookings in Europe.
The opportunity in the European beauty market is high compared to the rest of the world; however, the adoption of online reservations in the beauty industry is still less than 1% in the 5 major EU countries (U.K., Germany, France, Italy, and Spain), which is extremely low compared to the travel market. Treatwell's initial growth shows that online reservations in the beauty market offer a huge opportunity and significant growth can be expected in the future.
The Company believes that by combining Hotspring's leading position in Europe with the Company's experience in the beauty industry gained from Hot Pepper Beauty will contribute to the further development of Treatwell's business in the future, and has therefore decided to acquire the shares in Treatwell to make it a subsidiary.
Through the share acquisition, the Company aims to further strengthen its position as the leading European hair and beauty booking platform.
2. Outline of subsidiaries acquiring the shares (Hotspring Ventures Limited)
| (1) Name | Hotspring Ventures Limited |
|---|---|
| (2) Location | Fairfax House, 15 Fulwood Place, London, United Kingdom |
| (3) Title and name of the head | CEO: Lopo Champalimaud |
| (4) Description of business | Operation of "Wahanda", an online reservation service in the beauty business in Europe |
| (5) Capital | GBP 19,671.14 (as of June 5, 2015) |
| (6) Major shareholders and shareholding ratio | RGIP LLC：25.00% RGF Beauty UK Ltd.：75.00% |
3. Outline of transferring subsidiary (Treatwell Holdings B.V.)
| (1) Name | Treatwell Holdings B.V. | ||
|---|---|---|---|
| (2) Location | Nieuwezijds Voorburgwal 120, Amsterdam, Netherlands | ||
| (3) Title and name of the head | CEO: Laurens Hendrikus Groenendijk | ||
| (4) Description of business | Operation of "Treatwell", an online reservation service in the beauty business in Europe | ||
| (5) Capital | EUR 891 thousand (as of June 5, 2015) | ||
| (6) Foundation | November 2012 | ||
| (7) Major shareholders and shareholding ratio | Project A Ventures GmbH & Co.KG：24.84% Piton Capital Investments Coöperatief B.A.：17.74% Laurens Hendrikus Groenendijk：10.23% Erick Wienk：8.02% Martijn Johannes Maria Rozendaal：7.31％ Jan-Willem Gérard Van Boeckel：6.66％ (as of June 5, 2015) |
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| (8) Relationships between the Company and Treatwell | Capital relationship | There is no capital relationship to be noted between the Company and Treatwell. In addition, there are no capital relationships to be noted between persons associated with the Company or the Company's affiliates and persons associated with Treatwell or Treatwell's affiliates. | |
| Human relationship | There is no human relationship to be noted between the Company and Treatwell. In addition, there are no human relationships to be noted between persons associated with the Company or the Company's affiliates and persons associated with Treatwell or Treatwell's affiliates. | ||
| Business relationship | There is no business relationship to be noted between the Company and Treatwell. In addition, there are no business relationships to be noted between persons associated with the Company or the Company's affiliates and persons associated with Treatwell or Treatwell's affiliates. | ||
| (9) Consolidated financial results and consolidated financial position of the company for the past two years | Fiscal year | Year ended December 31, 2013 | Year ended December 31, 2014 |
| Consolidated net assets | EUR 330,283 | EUR 3,654,391 | |
| Consolidated total assets | EUR 595,970 | EUR 4,111,197 | |
| Consolidated net assets per share | EUR 0.03 | EUR 0.06 | |
| Consolidated net sales | EUR 6,875 | EUR 239,868 | |
| Consolidated EBITDA | EUR (64,074) | EUR (507,218) | |
| Consolidated net income | EUR (64,217) | EUR (508,523) | |
| Consolidated net income per share | EUR (0.003) | EUR (0.007) | |
| Dividend per share | EUR 0.00 | EUR0.00 | |
4. Outline of major sellers of the shares
(1) Project A Ventures GmbH & Co.KG
| (1) Name | Project A Ventures GmbH & Co.KG | |
|---|---|---|
| (2) Location | Julie-Wolfthorn-Straße 1, 10115 Berlin, Germany | |
| (3) Reason for foundation, etc. | Law of the Federal Republic of Germany | |
| (4) Purpose | Incubation, Investment Fund | |
| (5) Establishment | February 1, 2014 | |
| (6) Total investment | EUR 2.1 million | |
| (7) Investor, investment ratio, and overview of investor | Not disclosed due to confidentiality obligation agreement | |
| (8) Overview of general partner | Name | Project A Management GmbH |
| Location | Julie-Wolfthorn-Straße 1, 10115 Berlin, Germany | |
| Title and name of the head | Dr. Florian Heinemann, Uwe Horstmann, Thies Sander, Christian-Cornelius Weiss | |
| Description of business | The Purpose of the company is to hold and manage investments in its own name and for its own account and not for third parties to the exclusion of such activities that require a permit under the Banking Act, and the provision of permission free consulting services for other companies. | |
| Capital | Not disclosed due to confidentiality obligation agreement | |
| (9) Overview of local agent in Japan | Not applicable. | |
| (10) Relationships between the Company and Project A Ventures GmbH & Co.KG | Relationships between the Company and Project A Ventures GmbH & Co.KG | The Company, persons associated with the Company or the Company's affiliates have neither directly nor indirectly invested in Project A Ventures GmbH & Co.KG. There is no capital, human, and business relationship to be noted between the Company, persons associated with the Company or the Company's affiliates and the investors of Project A Ventures GmbH & Co.KG. |
| Relationship between the Company and the general partner | There is no capital, human, and business relationship to be noted between the Company, persons associated with the Company or the Company's affiliates and the general partner of Project A Ventures GmbH & Co.KG, persons associated with the general partner of Project A Ventures GMBH & Co.KG or affiliates of the general partner of Project A Ventures GmbH & Co.KG. | |
| Relationship between the Company and the local agent in Japan | Not applicable. | |
(2) Piton Capital Investments Coöperatief B.A.
| (1) Name | Piton Capital Investments Coöperatief B.A. | |
|---|---|---|
| (2) Location | Jan van Goyenkade 8, 1075HP Amsterdam, Netherlands | |
| (3) Reason for foundation, etc. | Law of the Netherlands | |
| (4) Purpose | Investment in growth stage private companies with focus on internet businesses | |
| (5) Establishment | December 5, 2012 | |
| (6) Total investment | Not disclosed due to confidentiality obligation agreement | |
| (7) Investor, investment ratio, and overview of investor | Not disclosed due to confidentiality obligation agreement | |
| (8) Overview of general partner | Name | Andrin Bachmann, Greg Lockwood |
| Location | Venture House, 5th Floor, 27-29 Glasshouse St., London, W1B 5DF, United Kingdom | |
| Title and name of the head | Managing Director: H. J. de Haas | |
| Description of business | Investment business | |
| Capital | Not disclosed due to confidentiality obligation agreement | |
| (9) Overview of local agent in Japan | Not applicable. | |
| (10) Relationships between the Company and Piton Capital Investments Coöperatief B.A. | Relationship between the Company and Piton Capital Investments Coöperatief B.A. | The Company, persons associated with the Company or the Company's affiliates have neither directly nor indirectly invested in Piton Capital Investments Coöperatief B.A. There is no capital, human, and business relationship to be noted between the Company, persons associated with the Company or the Company's affiliates and the investors of Piton Capital Investments Coöperatief B.A. |
| Relationship between the Company and the general partner | There is no capital, human, and business relationship to be noted between the Company, persons associated with the Company or the Company's affiliates and the general partner of Piton Capital Investments Coöperatief B.A., persons associated with the general partner of Piton Capital Investments Coöperatief B.A. or affiliates of the general partner of Piton Capital Investments Coöperatief B.A. | |
| Relationship between the Company and the local agent in Japan | Not applicable. | |
(3) Laurens Hendrikus Groenendijk
| (1) Name | Laurens Hendrikus Groenendijk |
|---|---|
| (2) Address | Amsterdam, Netherlands |
| (3) Relationships between the Company and Laurens Hendrikus Groenendijk | Not applicable. |
(4) Erik Wienk
| (1) Name | Erik Wienk |
|---|---|
| (2) Address | Amsterdam, Netherlands |
| (3) Relationships between the Company and Erik Wienk | Not applicable. |
(5) Martijn Johannes Maria Rozendaal
| (1) Name | Martijn Johannes Maria Rozendaal |
|---|---|
| (2) Address | Amsterdam, Netherlands |
| (3) Relationships between the Company and Martijn Johannes Maria Rozendaal | Not applicable. |
(6) Jan-Willem Gérard Van Boeckel
| (1) Name | Jan-Willem Gérard Van Boeckel |
|---|---|
| (2) Address | Amsterdam, Netherlands |
| (3) Relationships between the Company and Jan-Willem Gérard Van Boeckel | Not applicable. |
5. Number of shares to be acquired, acquisition price, and shares held before and after the acquisition
| (1) Number of shares held before the transfer | 0 shares (Number of voting rights: 0, ownership percentage: 0.00%) |
|---|---|
| (2) Number of shares to be acquired | 86,744,956 shares (Number of voting rights: 86,744,956) |
| (3) Acquisition price | Shares, etc. of Treatwell EUR 34.0million (approximately JPY 4.70billion) |
| Advisory fees, etc. (estimated amount) JPY 0.19billion | |
| Total (estimated amount) JPY 4.89billion | |
| (4) Number of shares held after the transfer | 86,744,956 shares (Number of voting rights: 86,744,956, ownership percentage: 100.00%) |
(Notes)
Number of shares to be acquired and acquisition price include the total amount of shares of common stock and classified stock, etc. of Treatwell to be acquired by the Company's group and the sum of the respective consideration.
The sum of consideration for common stock and classified stock, etc. of Treatwell converted at ¥138.30 to 1 euro and estimated amount of advisory fees, etc. is listed as total acquisition price (estimated amount).
6. Schedule
| (1) Date of decision | June 5, 2015 |
|---|---|
| (2) Date of agreement | June 5, 2015 |
| (3) Date of execution of share acquisition | June 5, 2015 |
7. Future forecasts
The impact of the acquisition of shares on the Company's consolidated financial results for the year ending March 31, 2016 is immaterial.
