Japan: Asahi Breweries decides to make its malt business a wholly-owned subsidiary

Asahi Breweries, Ltd. (“Asahi”), one of Japan’s leading beer makers, announced on November, 26 that Asahi’s Board of Directors have resolved to conduct a share exchange between Asahi and Asahi Beer Malt, Ltd. thereby making it its wholly-owned subsidiary effective December 29, 2010 (the “Share Exchange”).

Since this Share Exchange involves the simplified-form share exchange of a consolidated subsidiary, the content of disclosure is partially abridged pursuant to the relevant rules of the Tokyo Stock Exchange.

Asahi is also preparing to become a pure holding company as of July 1, 2011, with an aim to maximize its enterprise value through expansion of its business network both in and out of Japan.

By transitioning into a pure holding company, Asahi aims to strengthen its corporate governance function, develop Asahi Group’s manufacturing capabilities and to establish a system which enables efficient allocation of resources to the growth areas both in domestic and international markets. Asahi also intends to strengthen its management infrastructure, thereby accelerating Asahi Group’s growth.

As a part of its attempt to become agile and to efficiently manage its group companies, Asahi has determined to make Asahi Beer Malt, which primarily undertakes manufacture of malt products used as the raw ingredient of beer, its wholly owned subsidiary effective December 29, 2010.

Pursuant to the provisions of Article 796-3 of the Corporate Law of Japan, Asahi will conduct the Share Exchange through the simplified-form share exchange procedure without obtaining approval at a shareholders’ meeting.

According to the company’s official statement, 0.67 shares of Asahi will be allotted in exchange for each 1 share of Asahi Beer Malt; provided, however, that Asahi shares will not be allotted to the 1,696,610 Malt shares already held 3/6 by Asahi.

01 December, 2010