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Toyo Ink Group Acquires Shares of Turkey-based DYO Printing Inks

Toyo Ink SC Holdings Co., Ltd. (President and Representative Director: Katsumi Kitagawa, Chuo-ku, Tokyo; "the Company") announced today that, on December 16, 2015, it signed a share purchase agreement with Yaşar Holding Anonim Şirketi (located in İzmir, Turkey; "Yasar") to acquire 75% of outstanding shares of the Turkey-based ink company DYO Matbaa Mürekkepleri Sanayi ve Ticaret Anonim Şirketi ("DYO Printing Inks"), a subsidiary of Yasar.

1. Purpose of Share Acquisition

The Toyo Ink Group, as a company contributing to the enrichment of life and culture of people, is focusing its efforts on expanding inks and coatings for the packaging market, including materials for food packages that are essential to everyday living. The Company has aggressively been accelerating global expansion through activities to expand its sales and profits in China and Southeast Asia and by setting up new manufacturing plants in developing countries such as India and Brazil.
As a critical next step toward growth, the Toyo Ink Group has made it a priority task to build a business base and expand its businesses in MENA (Middle East & North Africa), Central Asia, and in Eastern Europe, as well as strengthen its activities in the European region, for Europe is at the forefront of environmental technology and regulatory governance for industry, such as the food industry. As part of its growth strategy, the Company has been focusing on Turkey as a platform for building a business hub and established a liaison office in 2014 and a sales company in January 2015 while moving forward with marketing efforts in the country. Under such a business environment, the Company concluded that local production is essential to establishing an operating foothold in the area, resulting in the decision to acquire a local company.
Following the acquisition, DYO Printing Inks will become a consolidated subsidiary of the Company. Headquartered in the Aegean region of Turkey (city of Manisa), DYO Printing Inks is the country's largest domestic ink manufacturer of gravure inks, flexo inks, offset inks and can coatings, and maintains a solid base in the country. As for operational policies, the Company first plans to increase both sales and profitability and expand the product portfolio of DYO Printing Inks' existing line of inks and coatings based on the Company's technical and global quality standards. In addition, the Company will develop new products to meet the needs of the region while enhancing operational efficiency through process improvements.
With the aim of achieving top market share and brand recognition in Turkey and its neighboring countries, the Company then plans to accelerate sales by strengthening its sales network in the priority areas of MENA, Central Asia and Eastern Europe. Moreover, it intends to reinforce marketing and sales activities to include products of the Toyo Ink Group and promote such products through existing distribution channels established in the country by DYO Printing Inks.
In the mid- to long-term, the Company intends to diversify its operations in Turkey by manufacturing and selling a wide range of Group products together with existing ones at DYO Printing Inks, thus enabling the Company to develop in a single location a strong brand that uses the comprehensive strengths of the Toyo Ink Group.

2. Summary of Subsidiary Acquired (“DYO Printing Inks”)

(1) Corporate name DYO Matbaa Mürekkepleri Sanayi ve Ticaret Anonim Şirketi
(2) Location Manisa Organize Sanayi Bölgesi 5. Kısım Hasan Türek Bulvarı No:6 45030 / Manisa / Turkey
(3) Title and name of representative Chief Executive Officer (Represented by Yakup Benli)
(4) Business Manufacturing and sales of gravure inks, flexo inks, offset inks, can coatings and ink-related products
(5) Stated capital 8,450,000 Turkish Lira (“TL”)
(6) Date of incorporation January 31, 2008
(7) Major shareholder and ownership ratio Yaşar Holding Anonim Şirketi    100%
(8) Outstanding shares 845,000,000 shares
(9) Company’s relationship with this company There are no capital, personnel or transactional relationships between the Company and DYO Printing Inks to be specified.
(10) Operating and financial results for the last three (3) yearsunit: thousand TL
Financial year 2012 2013 2014
Sales 84,693 108,032 126,774
Operating profit -1,305 6,369 7,770
Net income -3,260 -4,889 1094

3. Summary of Counterparty of Share Acquisition

(1) Name Yaşar Holding Anonim Şirketi
(2) Location Şehit Fethi Bey Caddesi No:120 Konak / İzmir / Turkey
(3) Business Management of business companies of production and sales of food and beverage products, paint and paint chemicals and others as a holding company.
(4) Stated capital 225,943,000 TL
(5) Date of incorporation November 1, 1968
(6) Company’s relationship with this company There are no capital, personnel or transactional relationships between the Company and Yaşar to be specified.

4. Number of Shares to be Acquired, Acquisition Price, and Status of Shares Held before/after Acquisition

(1) Number of shares held before the acquisition 0 shares
(2) Number of shares to be acquired 633,750,000 shares
(Number of voting rights: 633,750,000)
(3) Number of shares held after the acquisition 633,750,000 shares
(Number of voting rights: 633,750,000)
(Holding ratio: 75%)
  1. * The purchasing price is not disclosed due to the agreement between the two parties in addition to the criteria for disclosure.

5. Schedule

(1) Date of contract signing December 16, 2015 (Turkish local time)
(2) Date of share acquisition January 16, 2016

7. Future Prospective

The Company is examining the effect to the consolidated performance of the fiscal year period ending March 2016. The Company will notify immediately if there is any item to be disclosed.


http://schd.toyoinkgroup.com

 

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