Notice of Planned Share Transfer of Thorne HealthTech, Inc.

Aug. 29, 2023

Main Contents

Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Kenichi Hori) signed a tender and support agreement on August 28, 2023 to divest all of its equity interests in Thorne HealthTech, Inc. ("Thorne"), its 29.1%-owned affiliate engaged in developing innovative solutions for delivering personalized approaches to health and wellness in the U.S., to a newly-formed entity affiliated with L Catterton, a U.S. based investment firm, for purposes of consummating the transaction, for approximately USD 160 million (approximately JPY 23 billion) (the "Transaction"). The Transaction is expected to be completed by the end of 2023, subject to the terms and conditions of the agreement under which L Catterton agreed to acquire Thorne.

Mitsui will record a profit following the completion of the Transaction, which was not reflected in Mitsui's forecast for the fiscal year ending March 2024 announced on May 2, 2023.

Following its investment in Thorne in 2018, Mitsui has further developed its wellness business, including the participation in Eu Yan Sang International Ltd., a leading Singapore-based consumer healthcare brand, in Asia in November of 2022.

Mitsui has identified Wellness Ecosystem Creation as one of its key strategic initiatives in the Medium-term Management Plan 2026. In addition to healthcare and prevention, we will contribute to improvement in quality of life through provision of healthy foods and nutrition.

1. Overview of Thorne

Please scroll horizontally to look at table below.

(1) Name Thorne HealthTech, Inc.
(2) Location 152 W. 57th Street New York, New York, U.S.
(3) Title and name of representative Paul Jacobson (CEO)
(4) Description of business Developer, manufacturer and supplier of high-quality dietary supplements
Provider of home testing kits
(5) Capital USD 534,875 (JPY 78 million)
Converted at a USD/JPY rate of 145
(6) Date of establishment 1984
(7) Major shareholders and ownership ratios Mitsui 29.1%
(8) Relationship between Mitsui and the said company Capital relationship Thorne is 29.1% owned by Mitsui.
Personnel relationship Mitsui dispatches an independent director and an employee to Thorne.
Business relationship N/A
(9) Operating results and financial positions of said company for the last three years
Converted at a USD/JPY rate of 145
Fiscal year ended FY December, 2020 FY December, 2021 FY December, 2022
Total assets USD 115 mil
JPY 16,746 mil
USD 175 mil
JPY 25,418 mil
USD 230 mil
JPY 33,322 mil
Total shareholders' equity USD (87) mil
JPY (12,591) mil
USD 118 mil
JPY 17,158 mil
USD 147 mil
JPY 21,265 mil
Revenue USD 138 mil
JPY 20,076 mil
USD 184 mil
JPY 26,724 mil
USD 229 mil
JPY 33,166 mil
Operating income USD 1 mil
JPY 147 mil
USD 10 mil
JPY 1,414 mil
USD 5 mil
JPY 795 mil
Net income USD (3.4) mil
JPY (487) mil
USD 3.7 mil
JPY 543 mil
USD 15.7 mil
JPY 2,273 mil
Net income per share USD (0.34)
JPY (49)
USD 0.14
JPY 20
USD 0.30
JPY 44

2. Overview of the counterparty to the acquisition of shares

(1) Name An affiliate of L Catterton Management Ltd
(2) Location 599 West Putnam Ave, Greenwich, CT 06830 U.S.
(3) Description of business Private Equity Fund

3. Number of shares transferred, transfer price, and shareholding before and after the transfer

(1) Number of shares held before the change Common stock: 15,674,235 shares (Ratio of voting rights held: 29.1%)
Warrants: 56,515
(2) Number of shares transferred 15,730,750 shares
(3) Number of shares held after the change 0 shares (Ratio of voting rights held: 0%)
(4) Transfer price USD 10.20/share


For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
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Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-80-5912-0321
Facsimile: +81-3-3285-9819
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