Don Quijote: Acquisition of California Super Gelson’s: GRCY Holdings

Don Quijote: Acquisition of California Super Gelson’s: GRCY Holdings

Los Angeles

March 01, 2021

Don Quijote (PPIH):

Pan Pacific International Holdings (PPIH), which operates the Japanese discount store Don Quijote

On February 24, it announced that it would acquire all shares of GRCY Holdings, the holding company of supermarket Gelson’s.

GRCY Holdings:

GRCY Holdings operates premium supermarket Gelson’s in California.

The stock acquisition date is scheduled for April 2021.

Supermarket Gelson’s:

Founded in 1951, Gelsons has 27 stores in Southern California.

Sales for the fiscal year ended December 2020 were $ 872.3 million.

Los Angeles Population Growth:

PPIH has determined that it is expected to open new stores and attract more customers in the future.

PPIH acquired the Japanese supermarket Marukai Corporation in 2013.

It already has a supermarket business in California.

-JETRO

https://www.jetro.go.jp/biznews/2021/03/3ff91ac9751be488.html

Announcement of Acquisition of Shares of GRCY Holdings, Inc.

February 24, 2021

Pan Pacific International Holdings

announced that it has resolved to acquire all of the shares of GRCY Holdings, Inc. (“the Target Company”), the holding company of a corporate group that operates Gelson’s, premium supermarket chain, in California, U.S. (The acquisition of the Target Company’s shares is hereinafter referred to as “the Transaction”).

1. Overview of the Target Company / Purpose of the Transaction

The Target Company, which operates 27 stores of Gelson’s, premium supermarket chain in Southern California,

generates net sales of $872 million (fiscal year ended December 31, 2020) as well as a long history of 70 years.

This chain had significant market share gains as its reputation for reliability and the strong support of its loyal customer base proved beneficial during the COVID-19 pandemic.

The Target Company’s business area and the surrounding areas

continue to experience ongoing population growth, a large portion of which is in communities with consumers seeking high quality products.

We therefore see potential for continuous growth to be achieved by opening new stores and attracting new customers at existing stores.

This transaction

is slated to expand PPIH’s overseas sales to approximately ¥200 billion, equivalent to around 10% of the Company’s consolidated net sales.

The Company thus anticipates that

overseas operations will grow into a third pillar of earnings alongside the existing pillars of its discount store and general merchandise store businesses.

Moreover, the addition of the Target Company, which benefits from strong brand recognition, a loyal customer base, and an experienced management team well versed in its market,

will be a powerful asset to the Company for overcoming the challenges faced in North American operations, namely the need to strengthen management foundations, develop new store formats, and expand store networks.

Meanwhile, the Japanese government

aims to raise Japan’s volume of agriculture, livestock, and aquaculture exports to ¥5 trillion by 2030.

The Company’s establishment of Pan Pacific International Club

will lay the groundwork for the achievement of the agricultural product export target of ¥300 billion.

After the acquisition, the Company

will explore how the Target Company consumers may benefit from stocking a thoughtfully curated selection of the high-quality Japanese products supplied by the Company.

the Company had 38 stores in North America and 17 stores in Asia as of January 31, 2021.

Overall, the three-year Medium/Long-Term Management Plan targets 126 stores, net sales of ¥300 billion, and an operating margin of 8% in overseas operations in the fiscal year ending June 30, 2024.

For example, we created our first overseas base for opening stores through the establishment of

THE DAI’’EI (USA) Inc. (operating in Hawaii, currently Don Quijote (USA) Co., Ltd.)

and acquired all shares in Oriental Seafoods, Inc., in 2006,

and then acquired all shares in MARUKAI CORPORATION (operating in Hawaii and California) in 2013

and later in QSI, Inc. (operating in Hawaii), in 2017.

Looking ahead, the Company plans to accelerate growth through new store openings and through mergers and acquisitions in Asia and in other areas of overseas operations

Outline of Transaction

(1) Outline of the Target Company (GRCY Holdings, Inc.)

Consolidated net sales GRCY Holdings, Inc. 16400 Ventura Boulevard, Suite 240, Encino, CA 91436-2123 USA

Robert McDougall, CEO Premium supermarket operation 2013 27 2,864

Fund operated by TPG Global, LLC; majority-owned U.S.$872.3 million (fiscal year ended December 31, 2020) *

https://ppih.co.jp/en/news/210224_e.pdf