
February
5, 2009
Commencement
of talks towards the capital tie-up and business alliance consisting
of Nippon Suisan Kaisha, Ltd. providing management assistance to Daisui
Co.,Ltd.
Nippon Suisan Kaisha, Ltd. (hereinafter "Nippon Suisan") and
Daisui, Inc. (hereinafter "Daisui") hereby announce that, at
the respective Board of Directors meetings held today at each company,
resolutions were passed to commence talks on the assistance to be provided
by Nippon Suisan, as requested by Daisui, in order to turnaround Daisui's
business, as follows.
1. Background and purpose for commencement
of the talks
Daisui, as a primary wholesaler on the central wholesale markets of
Osaka prefecture, Osaka City, Kyoto City and Kobe City, is engaged primarily
in the wholesale of marine products, pursuant to the Wholesale Market
Law.
Nippon Suisan has for many years maintained a business relationship
with Daisui, which is a major sales destination for Nippon Suisan's
marine products, and has been its top shareholder (Nippon Suisan holds
7.94% of the total number of issued shares of Daisui).
Although Daisui, by setting up an in-house investigation committee,
had been conducting a full-scale investigation into the illicit transactions
disclosed on November 13 of last year, it received a "no opinion"
on the report on quarterly results from its accounting auditors in regard
to its 2nd quarter financial reports. Consequently, Daisui's shares
are currently designated as "securities on alert" (under examination)
by the Osaka Securities Exchange.
Primarily for the reason stated above, Daisui has been in a difficult
situation both in terms of cash flow and in its transactions and has thus
requested Nippon Suisan for assistance.
Assuming that Daisui will continue its effort to crackdown on its illicit
transactions and identify the parties responsible, and comprehensively
taking into account Daisui's transaction record to date and its
role as the top shareholder in Daisui, as well as the public nature of
Daisui as the primary wholesaler on the central wholesale markets, and
to the end of preventing an undue credit crisis, Nippon Suisan has agreed
to commence talks with Daisui on providing assistance, as outlined below.
(1) Nippon Suisan will provide Daisui with
vigorous assistance in all aspects of management.
(2) Nippon Suisan will dispatch leading members of
management to Daisui and Daisui will accept them.
(3) Daisui will receive assistance from Nippon Suisan,
draw up specific improvement measures to thoroughly enforce corporate
governance and compliance, and implement these measures.
(4) Nippon Suisan will increase its holdings of Daisui
shares and provide funding assistance to Daisui.
2. Effects of the talks between the two
companies and the assistance from Nippon Suisan
Daisui intends to promptly shake up its corporate climate and stabilize
its business foundations. As a primary wholesaler on the central wholesale
market, Daisui is committed to continue utilizing its market functions
and play an integral part in the distribution of marine products from
the producers to the consumers.
Nippon Suisan, together with Daisui, intends to improve its supply chain
function of marine products and to raise the level of its services, in
order to realize further growth and profitability.
It is our firm belief that achieving success in these talks/assistance
will not only enhance the enterprise value and shareholders' interests
of the two companies but also contribute to the interests of all stakeholders
including our customers and employees, as well as the society at large.
3. Upcoming schedule
Both companies are scheduled to immediately set up project teams to
earnestly discuss the details of the assistance outlined above and make
an announcement on the state of progress by the end of February 2009.
However, in the event that a certain level of agreement is reached in
the meantime, such facts will be released immediately.
Please
direct inquiries on the foregoing to :
Public Relations & Investor Relations Office
NIPPON SUISAN KAISHA, LTD.
TEL.03 - 3244 - 7101