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

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)

(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)

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

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

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

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

(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

(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

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.

Announcement of Acquisition of Shares in Quandoo GmbH, an Online Restaurant Reservation Service Provider in the EU countries including Germany (62 KB)

Acquisition of Quandoo - Online Restaurant Reservation Service Provider in the EU countries - (774 KB)