Execution of an agreement on the capital and business alliance with KURABO INDUSTRIES LTD., a secondary offering of shares, and changes involving the largest shareholder, a major shareholder and other affiliated companies
TAUNS Laboratories,Inc., KURABO INDUSTRIES LTD., Trustar Capital Japan Partners III, L.P., TCJP III Co-Investment, L.P. and Nonaka Masataka (野中雅貴)
21,600,000 common shares of TAUNS Laboratories,Inc. The business alliance covers life sciences-related products, new products and services, domestic and overseas sales activities, and personnel exchanges.
To mutually utilise the two companies' technologies, research and development capabilities, manufacturing expertise, sales networks and human resources against a backdrop of rising medical demand associated with an ageing population, shortages of medical resources, and growing demand for early diagnosis, preventive medicine and personalised medicine
Specific impact amount: Not disclosed (the impact on results for the fiscal year ending June 2027 is immaterial. The share transfer will have no impact on results.)
Fiscal year ending June 2027 (impact on results is immaterial)
The impact on the company's results for the fiscal year ending June 2027 is immaterial. No revised figures for the earnings forecast have been provided.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Nonaka Masataka (野中雅貴): 312,322 voting rights (29.31%, as of 30 June 2026) / Trustar Capital Japan Partners III, L.P.: 417,078 voting rights (39.14%, as of the same date) / KURABO INDUSTRIES LTD.: 0 voting rights (0.00%, as of the same date)
Nonaka Masataka (野中雅貴): 260,322 voting rights (24.43%, planned) / Trustar Capital Japan Partners III, L.P.: 254,082 voting rights (23.85%, planned) / KURABO INDUSTRIES LTD.: 216,000 voting rights (20.27%, planned)
Related procedures
Tokai Local Finance Bureau (filing destination for the securities notice)
The share transfer is scheduled to be completed on 30 November 2026. The details of the business alliance will be considered and determined by the two companies going forward. Regarding the 1 director nominee designated by KURABO INDUSTRIES LTD., a proposal for the election is scheduled to be submitted to an extraordinary general meeting of shareholders, with the aim of electing the nominee by no later than the end of March 2027.
The company will promptly disclose any matters requiring disclosure that arise in the future.
| Item | Details |
|---|---|
| Event name | Execution of an agreement on the capital and business alliance with KURABO INDUSTRIES LTD., a secondary offering of shares, and changes involving the largest shareholder, a major shareholder and other affiliated companies |
| Date of occurrence | 12 November 2026 (date of execution of the agreement on the capital and business alliance and date of the Board of Directors resolution) |
| Subject Entity | TAUNS Laboratories,Inc., KURABO INDUSTRIES LTD., Trustar Capital Japan Partners III, L.P., TCJP III Co-Investment, L.P. and Nonaka Masataka (野中雅貴) |
| Target Locations / Products | 21,600,000 common shares of TAUNS Laboratories,Inc. The business alliance covers life sciences-related products, new products and services, domestic and overseas sales activities, and personnel exchanges. |
| Cause | To mutually utilise the two companies' technologies, research and development capabilities, manufacturing expertise, sales networks and human resources against a backdrop of rising medical demand associated with an ageing population, shortages of medical resources, and growing demand for early diagnosis, preventive medicine and personalised medicine |
| Amount of Impact on Business Performance | Specific impact amount: Not disclosed (the impact on results for the fiscal year ending June 2027 is immaterial. The share transfer will have no impact on results.) |
| Accounting period in which recognized | Fiscal year ending June 2027 (impact on results is immaterial) |
| Impact on Earnings Forecast | The impact on the company's results for the fiscal year ending June 2027 is immaterial. No revised figures for the earnings forecast have been provided. |
| Court or authority | Tokai Local Finance Bureau (filing destination for the securities notice) |
| Voting rights ownership percentage before the change | Nonaka Masataka (野中雅貴): 312,322 voting rights (29.31%, as of 30 June 2026) / Trustar Capital Japan Partners III, L.P.: 417,078 voting rights (39.14%, as of the same date) / KURABO INDUSTRIES LTD.: 0 voting rights (0.00%, as of the same date) |
| Voting rights ownership percentage after the change | Nonaka Masataka (野中雅貴): 260,322 voting rights (24.43%, planned) / Trustar Capital Japan Partners III, L.P.: 254,082 voting rights (23.85%, planned) / KURABO INDUSTRIES LTD.: 216,000 voting rights (20.27%, planned) |
| Outlook | The share transfer is scheduled to be completed on 30 November 2026. The details of the business alliance will be considered and determined by the two companies going forward. Regarding the 1 director nominee designated by KURABO INDUSTRIES LTD., a proposal for the election is scheduled to be submitted to an extraordinary general meeting of shareholders, with the aim of electing the nominee by no later than the end of March 2027. |
| Planned follow-up disclosure | The company will promptly disclose any matters requiring disclosure that arise in the future. |
Items this document does not state (12)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Against a backdrop of rising demand for medical care and shortages of medical resources, as well as growing demand in the in vitro diagnostics industry for early diagnosis, preventive medicine and personalised medicine, the purpose is to mutually utilise the two companies' technologies, research and development capabilities, manufacturing expertise, sales networks and human resources to create new products and services, strengthen production capabilities and expand sales opportunities. The secondary offering will be conducted as a legally required procedure in connection with a share transfer agreement between the selling shareholder and KURABO INDUSTRIES LTD.