Structural Concepts: A U.S. Leader in Food Display Cases

SC with its base of manufacturing and sales in Norton Shores, Michigan, U.S. is a leading manufacturer of food display cases, and is highly regarded in the market for its strength in development and engineering. The company supplies products to a wide variety of customers across the U.S., including supermarkets, convenience stores, cafés, and restaurants. SC has achieved strong profitability through in-house manufacturing, automation and rationalization of its production facilities, and direct procurement of parts. SC’s core markets—food service and supermarkets—are expected to continue experiencing steady growth, making the company well-positioned for future expansion. It has also demonstrated leadership in sustainability and innovation by completing the transition of all products to natural refrigerants and launching Autonomous Retail Merchandiser (ARM) utilizing leading-edge automated checkout technology.

With the addition of SC, Hoshizaki’s U.S. group manufacturers—currently including Hoshizaki America (ice machines and commercial refrigerators), Lancer (beverage dispensers), and Jackson (commercial dishwashers)—will benefit from a significantly expanded product lineup. This is expected to enable greater market penetration, particularly among convenience store customers, through shared sales channels within the group. Additionally, the acquisition is anticipated to yield various synergies such as joint procurement of production materials and a shared service network.

Acquisition to Be Executed Through U.S. Subsidiary

The acquisition will be executed through HOSHIZAKI USA HOLDINGS, INC. (“HAHD”), the Company’s consolidated U.S. holding company. HAHD will acquire SC Holding Corp. (Head Office: Norton Shores, Michigan, U.S.; hereafter “SCHD”), the parent company of SC.

The transaction will be implemented through a “reverse triangular merger” scheme. Specifically, Alliance Acquisition I, Inc. (“SPC”), a special-purpose subsidiary established by HAHD for this transaction, will merge with and into SCHD, with SCHD as the surviving company. Upon the merger, HAHD will provide cash to SCHD’s shareholders, and all outstanding shares of SCHD will be cancelled. Concurrently, all shares of SPC held by HAHD will be converted into shares of SCHD. As a result, HAHD will acquire 100% ownership of SCHD, making both SCHD and SC wholly owned subsidiaries of HAHD.

About Structural Concepts

Since 1972, Structural Concepts has consistently set the standard of leading the way by bringing the most innovative, turnkey refrigerated and heated food display solutions to the market.
Constantly innovating the art of fresh food presentation, making the desired more desirable and improving the protection of the perishable, the company has spent the past 50+ years delivering the most attractive, reliable, temperature-controlled display cases, when and where customers need them.