Ajinomoto Co., Inc. Announces Its Acceptance of a Tender Offer for GABAN Co., Ltd.

TOKYO, May 12, 2016 – Ajinomoto Co., Inc. (“Ajinomoto Co.”) announces today that it has concluded an agreement with HOUSE FOODS GROUP INC. (“House”) accepting House’s tender offer (hereafter, the “Tender Offer”) for the shares of GABAN Co., Ltd. (“Gaban”), a consolidated subsidiary of Ajinomoto Co.

1. Overview of the Tender Offer

Ajinomoto Co. accepts the tender offer made by House for all shares of Gaban held by Ajinomoto Co.

Date of Agreement:	May 12, 2016
Number of Shares to Be Tendered:	6,077,900 shares (All shares of Gaban held by Ajinomoto Co.)
Transfer Price:	Approximately JPY 4.3 billion
Date of Settlement:	June 30, 2016 (scheduled)

2. Background of the Transfer

To expand its business in the field of seasonings and strengthen its procurement base for spices in Japan and overseas, Ajinomoto Co. acquired shares of Gaban in 2003 through a third-party allocation of new shares (33.40%) and again in 2004 through a third-party allocation of new shares (cumulative total 40.05%), and acquired a majority interest in Gaban in 2006 through a tender offer (cumulative total 55.04%). In addition, House acquired shares of Gaban in 2004 through a third-party allocation of new shares (15.84%) and has been cooperating in efforts to increase Gaban’s corporate value since then.

In the process of discussions between Ajinomoto Co. and House concerning measures to increase Gaban’s corporate value amid an increasingly severe environment for the spice business, making Gaban a subsidiary of House arose as a strong option, and the parties began concrete discussions to this end.

As a result, House expressed its intention to acquire Ajinomoto’s shares of Gaban from the standpoint of further ensuring the enhancement of profitability and creation of new demand in its business in Japan, which House has positioned as strategically important, as well as the acceleration of growth in its overseas business, and began specific consideration.

In its FY2014-2016 Medium-Term Management Plan, Ajinomoto Co. has adopted “FIT & GROW with Specialty” (growth driver advancement and further reinforcement of business structure with unique Ajinomoto Group specialty) as its basic policy. In line with this policy, Ajinomoto Co. decided to accept the Tender Offer after concluding that making Gaban a subsidiary of House would accelerate the growth of Gaban’s business while leading to a greater emphasis on core business for Ajinomoto Co.

Although Ajinomoto Co.’s capital relationship with Gaban will end, it intends to continue cooperation that is not premised on a capital relationship.

3. Impact on Business Results

The impact of this matter on Ajinomoto Co.’s business results for the fiscal year ending March 31, 2017 is immaterial.

Ajinomoto Co. is a global manufacturer of high-quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and specialty chemicals. For many decades Ajinomoto Co. has contributed to food culture and human health through wide-ranging application of amino acid technologies. Today, the company is becoming increasingly involved with solutions for improved food resources, human health and global sustainability. Founded in 1909 and now operating in 27 countries and regions, Ajinomoto Co. had net sales of JPY 1,185.9 billion (USD 9.87 billion) in fiscal 2015. For more about Ajinomoto Co. (TYO: 2802), visit www.ajinomoto.com.

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