Starbucks taking full control in Japan

by Jeff Gelski
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SEATTLE — Starbucks Corp. expects to grow faster in Japan in multiple channels, including its Teavana tea brand, by acquiring the remaining 60.5% share of Starbucks Coffee Japan Ltd. that it currently does not own.

There were 1,051 Starbucks stores in Japan at the end of the third quarter, said Troy Alstead, chief operating officer of Starbucks Corp., in a Sept. 23 conference call. The stores operate under a joint venture agreement between Starbucks and Sazaby League, which is based in Japan.

“With this acquisition, Japan will become our second-largest market in terms of total annual retail store revenues, with approximately $1.2 billion in revenues, and the fourth largest market in terms of store count,” Mr. Alstead said.

Full ownership of Starbucks Japan will allow Starbucks to expand business beyond its retail stores, he said.

“This acquisition also provides us the opportunity to leverage our existing infrastructure and expand to multiple channels, including C.P.G., licensing and food service,” Mr. Alstead said. “Further, Japan has one of the largest and most penetrated ready-to-drink markets in the world, and today, our share in that market is a fraction of what it is in the U.S.

“Additionally, the Japanese tea market is well-established and mature, which plays very well into our longer term strategy for our Teavana brand. Tea is an important component in the Japanese culture, and we are excited to bring the full breadth of Teavana’s premium teas and unique teahouse experience to our Japanese customers over time.”

Currently, Starbucks and Sazaby League each own 39.5% of Starbucks Japan shares. Public shareholders own the remaining 21%.

Starbucks will obtain full ownership through a two-step tender offer under Japanese law, Mr. Alstead said. First, Sazaby League will sell its shares to Starbucks for 965 million yen per share for a total of about 55 billion yen (about $505 million) in a transaction that should be completed in the first quarter of fiscal year 2015. For the second step, Starbucks will move to acquire the remaining outstanding shares for about 44.5 billion yen (about $408.5 million). The public price of 1,465 yen per share represents an 11.6% premium to the 30-day average price of Starbucks Japan’s stock, a 4.7% premium to the closing price on Sept. 22 and a 51.8% premium to the price Starbucks is paying Sazaby.

“Following the completion of the second step, any remaining public shareholders will be cashed out at the second step price,” Mr. Alstead said. “Starbucks will have full ownership of the business after remaining shareholders are cashed out.”

The boards of directors of Starbucks Corp., Sazaby League and Starbucks Japan unanimously have approved the tender offer process. The final step should be completed in the first half of calendar year 2015, Mr. Alstead said. The majority of the funding for the transaction will come from existing offshore cash.

“We expect the transaction to be slightly accretive in the first year, excluding a gain on the acquisition, amortization of significant acquired intangible assets and acquisition-related expenses,” Mr. Alstead said “We expect this accretion to build over time.”

Starbucks will discuss the transaction further in a conference call in late October when it reports results for fiscal year 2014. Starbucks’ history in Japan goes back to 1995 when Starbucks and Sazaby League entered into a joint venture agreement.

“In so many ways, the history of Starbucks International’s business and global footprint, which now extends to more than 21,000 stores in 65 countries, is tied to our first store in Japan,” said Howard Schultz, chairman, president and chief executive officer of Starbucks Corp., in the Sept. 23 call. “In the summer of 1996, I flew to Japan to join our new joint venture partner, Sazaby, to open our first store in Tokyo’s gleaming Ginza District. I will never forget the lines around the block that our very first customers formed in anticipation of their first taste of our coffee and the unique Starbucks experience that until that day was limited to North America.”
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