Thomsons has advised Domino’s Pizza Enterprises Limited (ASX:DMP) on the acquisition of a 75% equity interest in Domino’s Pizza Japan (DPJ) and joint venture with the seller, Bain Capital. The deal is worth ¥25.0 billion (A$282 million) enterprise value on a 100% basis.
Domino’s Pizza Enterprises will pay ¥12.0 billion (approximately A$135 million) and will provide new debt of approximately ¥9.0 billion (A$101 million). The seller, Bain Capital, will hold the remaining 25% interest, subject to a put and call option in favour of Domino’s Pizza Enterprises. The acquisition is due to complete on 3 September 2013.
Domino’s Pizza Enterprises will fund its equity investment of ¥12.0 billion through a 5 for 23 pro-rata accelerated renounceable entitlement offer priced at A$10.20 per share to raise gross proceeds of A$156 million. In addition, Domino’s Pizza Enterprises will draw down approximately A$101 million from new debt facilities which it will on-lend to DPJ via a shareholder loan.
Thomsons was lead counsel on this acquisition, which involved complex
cross border, financial and structural elements and commercial
negotiations. The team comprised Eugene Fung (partner), Greg Clifton (special counsel), Melanie Mitchell (senior associate) and Siew Mei Fagan (associate).
DPJ is the Domino’s Pizza Master Franchisee for Japan and has the third largest pizza delivery chain in Japan with 259 stores as at 30 June 2013. The acquisition of DPJ provides Domino’s Pizza Enterprises with a substantial store growth platform with a long term network store target of 600 stores in Japan.