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Announcement of Acquisition of Shares in Quandoo GmbH, an Online Restaurant Reservation Service Provider in the EU countries including Germany

Mar. 05, 2015
Recruit Holdings Co.,Ltd.

Recruit Holdings Co., Ltd. (hereinafter the “Company”) announce that is has decided to acquire 92.91% of total outstanding shares in Quandoo GmbH (Headquarter: Berlin, Germany; CEO: Philipp Magin; hereinafter “Quandoo”), an online restaurant reservation service provider operating mainly in Germany and other countries in the EU, and to make it a subsidiary. As 7.09% of outstanding shares in Quandoo has been acquired on October 27, 2014 through “RGIP LLC” (Headquarter: Chuo-ku, Tokyo; Representative: Kazumasa Watanabe; total investment amount: ¥4.5 billion; hereinafter “RGIP”), the Company’s wholly owned corporate venture capital, the Company’s group will hold 100% of shares in Quandoo after this acquisition.

1. Purpose of the acquisition of shares

Since its foundation in 2012, Quandoo has operated online restaurant reservation platforms that are rapidly growing mainly in Europe. This platform is currently adopted by more than 6,000 restaurants in 13 countries (as of February 28, 2015) from top-class restaurants to local diners. Through the most advanced reservation management system in the industry, operational productivity and service quality of member restaurants has been enhanced.

In the 5 countries in Europe including England, Italy, Spain, Germany and France, according to research by the Company, the number of online restaurant reservations accounts for only approximately 16% of total reservations including those made by phone and other means and the market is expected to grow substantially going forward. As a pioneer in this online restaurant reservation market, Quandoo is a rapidly growing company with the greatest number of restaurants available for its service especially in the 6 countries including Germany, Italy, Austria, Switzerland, Turkey and Poland.

As mentioned above, the Company, following the partial investment made in 2014 through RGIP and ongoing discussions with Quandoo over growth strategies in the EU countries, was able to recognize that integration of Quandoo's outstanding sales operations and the price competitiveness and functionality of its system and the Company's accumulated business management knowhow will effectively drive further development of Quandoo's business, and decided to acquire the shares in Quandoo.

2. Background

The Company has as its long term vision to become the No. 1 group in global matching platform with respect to all business areas of the Group including the Marketing Media business by approximately 2030, in addition to becoming the No. 1 in Global HR business by approximately 2020.

In order to achieve this goal and to acquire and expand new business, the Company will proactively pursue the acquisition of new businesses and expansion of business through M&As in Japan and overseas based on the stable cash inflow from existing domestic businesses. This transaction shall be a part of initiatives related to Lifestyle operations including travel, dining and beauty.

3. Outline of the transferring subsidiary (Quandoo GmbH, Germany) (As of March 5, 2015)

(1) Name Quandoo GmbH, Germany
(2) Location Sonnenburger Strasse 73, 10437 Berlin, Germany
(3) Title and name of the head CEO: Philipp Magin
(4) Description of business Online reservation services for restaurants
(5) Capital EUR 75,817
(6) Foundation November 8, 2012
(7) Major shareholders and shareholding ratio
  • CRES Columbus Internet Group GmbH 34.76%
  • HV Holtzbrinck Ventures Fund V GmbH & Co. KG 20.80%
  • DN Capital - Global Venture Capital III L.P. 10.15%
  • Erich Sixt Vermögensverwaltung GmbH 10.07%
  • Piton Capital Investments Coöperatief B.A. 9.98%
  • RGIP.LLC 7.09%
  • 11 other shareholders 7.15%
  • (As of March 5, 2015)
(8) Relationships between the listed company and the company
Capital relationship Recruit Holdings Co., Ltd. holds 7.09% of the total outstanding shares of the company through its wholly owned corporate venture capital RGIP LLC.
Human relationship There is no human relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no human relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Business relationship There is no business relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no business relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
(9) Consolidated financial results and non-consolidated financial position of the company for the past two years
Fiscal year Year ended December 31, 2013 Year ended December 31, 2014
Non-consolidated net assets EUR 2,144 thousand EUR 20,973 thousand
Non-consolidated total assets EUR 2,855 thousand EUR 23,693 thousand
Non-consolidated net assets per share EUR 33.99 EUR 276.63
Consolidated net sales EUR 313 thousand EUR 4,290 thousand
Consolidated EBITDA EUR (3,123) thousand EUR (9,665) thousand
Consolidated net income EUR (3,144) thousand EUR (9,741) thousand
Net income per share EUR (49.84) EUR (128.48)
Dividend per share EUR 0 EUR 0
    (Notes)
  • 1. The financial data for the past two years (auditing for financial data for the year ended December 31, 2014 has not been completed) is shown for Quandoo as its business operations started in June 2013. Quandoo also have other entities conducting business in 13 countries other than Germany.
  • 2. Figures related to consolidated statements of income are combined figures based on management accounting.
    Figures related to balance sheets show only the non-consolidated figures of the headquarter in Germany.
    The impact of consolidated subsidiaries to the financial figures is immaterial.

4. Outline of major sellers of shares

(1) CRES Columbus Internet Group GmbH (As of March 5, 2015)

(1) Name CRES Columbus Internet Group GmbH
(2) Location Sonnenburger Strasse 73, 10437 Berlin, Germany
(3) Title and name of the head Managing Partners: Dr. Daniel P. Glasner, Philipp Magin
(4) Description of business Investment in early stage private companies
(5) Capital EUR 25,000
(6) Foundation July 11, 2012
(7) Net assets Not disclosed due to confidentiality obligation agreement
(8) Total assets Not disclosed due to confidentiality obligation agreement
(9) Major shareholders and shareholding ratio
  • Valluga UG 50.00%
  • Philicima UG 50.00%
(10) Relationships between the listed company and the company
Capital relationship There is no capital relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no capital relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Human relationship There is no human relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no human relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Business relationship There is no business relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no business relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Status of related parties The company does not fall under a related party of Recruit Holdings Co., Ltd. In addition, interested parties and affiliates of the company do not fall under the category of a related party of Recruit Holdings Co., Ltd.

(2) HV Holtzbrinck Ventures Fund V GmbH & Co. KG (As of March 5, 2015)

(1) Name HV Holtzbrinck Ventures Fund V GmbH & Co. KG
(2) Location Kaiserstrasse 14b, 80801 Munich, Germany
(3) Reason for foundation, etc. Law of Germany
(4) Purpose Investment in Early stage private companies with focus on Internet, Mobile, Digital Media Sector
(5) Establishment April 17, 2012
(6) Total investment EUR 175 million
(7) Investor, investment ratio, and overview of investor Not disclosed due to confidentiality obligation agreement
(8) Overview of general partner
Name HV Holtzbrinck Ventures Holding GmbH
Location Kaiserstrasse 14b, 80801 Munich, Germany
Title and name of the head Managing Directors: Andreas Wisser, Heiko Kottkamp
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 listed company and the fund
Relationship between the listed company and the fund Recruit Holdings Co., Ltd. and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund.
Relationship between the listed company and the general partner There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates.
Relationship between the listed company and the local agent in Japan Not applicable.

(3) DN Capital - Global Venture Capital III L.P. (As of March 5, 2015)

(1) Name DN Capital - Global Venture Capital III L.P.
(2) Location St. Helier, Jersey/Channel Islands, 26 New Street, St Helier, Jersey
(3) Reason for foundation, etc. Law of the United Kingdom
(4) Purpose Investment in early and growth stage private companies in European digital sector
(5) Establishment July 20, 2012
(6) Total investment EUR 239 million
(7) Investor, investment ratio, and overview of investor Not disclosed due to confidentiality obligation agreement
(8) Overview of general partner
Name Steve Schlenker, Nenad Marovac
Location 2882 Sand Hill Rd, Suite 210, Menlo Park, CA 94025, USA / 2 Queen Anne's Gate Buildings, Dartmouth Street, London, SW1H 9BP, United Kingdom
Title and name of the head CEO: Nenad Marovac
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 listed company and the fund
Relationship between the listed company and the fund Recruit Holdings Co., Ltd. and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund.
Relationship between the listed company and the general partner There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates.
Relationship between the listed company and the local agent in Japan Not applicable.

(4) Erich Sixt Vermögensverwaltung GmbH (As of March 5, 2015)

(1) Name Erich Sixt Vermögensverwaltung GmbH
(2) Location Zugspitzstrasse 1, 82049 Pullach, Germany
(3) Title and name of the head Managing Directors: Erich Sixt, Konstantin Sixt, Alexander Sixt
(4) Description of business Investment management
(5) Capital EUR 25,000
(6) Foundation November 4, 2002
(7) Net assets Not disclosed due to confidentiality obligation agreement
(8) Total assets Not disclosed due to confidentiality obligation agreement
(9) Major shareholders and shareholding ratio
  • ASV Verwaltungs GmbH & Co Grundbesitz Vermietungs KG 68.00%
  • Konstantin Sixt 16.00%
  • Alexander Sixt 16.00%
(10) Relationships between the listed company and the company
Capital relationship There is no capital relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no capital relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Human relationship There is no human relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no human relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Business relationship There is no business relationship to be noted between Recruit Holdings Co., Ltd. and the company. In addition, there are no business relationships to be noted between interested parties and affiliates of Recruit Holdings Co., Ltd. and those of the company.
Status of related parties The company does not fall under a related party of Recruit Holdings Co., Ltd. In addition, interested parties and affiliates of the company do not fall under the category of a related party of Recruit Holdings Co., Ltd.

(5) Piton Capital Investments Coöperatief B.A. (As of March 5, 2015)

(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 listed company and the fund
Relationship between the listed company and the fund Recruit Holdings Co., Ltd., and its related parties and affiliates have neither directly nor indirectly invested in the fund. There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the investors of the fund.
Relationship between the listed company and the general partner There is no capital, human, and business relationship to be noted between Recruit Holdings Co., Ltd. and its interested parties and affiliates and the general partner of the fund and its related parties and affiliates.
Relationship between the listed company and the local agent in Japan Not applicable.

(6) Other shareholders

There is no capital, human and business relationship to be noted between the Company and its related parties and affiliates and the remaining shareholders comprising 11 companies.

5. Number of shares to be acquired, acquisition cost, and shares held before and after the acquisition

(1) Number of shares held before the transfer 5,377 shares (Number of voting rights: 5,377, ownership percentage: 7.09%)
(2) Number of shares to be acquired 70,440 shares (Number of voting rights: 70,440)
(3) Acquisition price Common stock of Quandoo GmbH Approx. EUR 198.6 million
(approx. ¥26.55 billion)
Advisory fees, etc. (estimated amount) ¥560 million
Total (estimated amount) ¥27.11 billion
(4) Number of shares held after the transfer 75,817 shares (Number of voting rights: 75,817, ownership percentage: 100.00%)
    (Notes)
  • 1. The number of shares to be acquired does not include 5,377 shares held by RGIP.
  • 2. The number of shares to be acquired and the number of shares held after the transfer are based on the number of shares as of March 4, 2015.
  • 3. The sum of consideration for common stock of Quandoo converted at ¥133.65 to 1 Euro and estimated amount of advisory fees, etc. is listed as total acquisition cost (estimated amount).

6. Schedule

(1) Date of decision March 5, 2015
(2) Date of agreement March 5, 2015
(3) Date of execution of share acquisition March 5, 2015 (scheduled)

7. Future forecasts

The impact of the acquisition of shares on the consolidated financial results of the Company for the year ending March 31, 2015 is expected to be immaterial.

The impact on earnings forecasts for the following fiscal year onward is currently under review.