Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
44776
¥ millionWording
Conditional
How definitive the wording is.This transaction
Acquisition of the shares in this transaction (acquisition of all shares of あゆみ製薬ホールディングス) and issuance of these new shares (issuance of new shares through a third-party allotment)CounterpartyBCP Asia AYM Holding (Cayman) L.P., TOHO HOLDINGS CO.,LTD., Hisamitsu Pharmaceutical Co., Inc.
Disclosing companyGNI Group Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Control and management of the business activities of subsidiaries that are operating companies engaged primarily in the manufacture and sale of pharmaceuticals, including antirheumatic drugs and antipyretic analgesics
Location Chuo-ku, TokyoShare capital ¥100,000,000Date of incorporation 8 March 2019
Net Sales¥38,543 million (fiscal year ending March 2026)
Operating profit¥6,206 million (fiscal year ending March 2026)
Net income for the current fiscal year¥3,222 million (fiscal year ending March 2026; profit for the period attributable to owners of the parent)
Net assets¥32,170 million (fiscal year ending March 2026; stated as total equity)
Consideration and expenses
Acquisition price¥44,776 million (breakdown: ¥18,005 million in cash and ¥26,771 million through an in-kind contribution)
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥2,000 million. Estimated expenses associated with the issuance of these new shares: ¥112 million.
Type of ConsiderationCombination of cash (¥18,005 million) and new shares issued through an in-kind contribution
Funding arrangementsThe company plans to borrow ¥20,000 million from 株式会社みずほ銀行 and 株式会社SBI新生銀行. The cash portion of the acquisition consideration is ¥18,005 million. The funding source for the full cash payment portion is Not disclosed.
Impact on Business Performance
The impact of this share acquisition on the company's consolidated results for the current fiscal year is currently under review. The company will promptly disclose any matter requiring disclosure.
Procedures and assumptions
Valuation methodologyThe issue price of the new shares is based on the market price, namely the closing price of ¥2,684 for the company's common shares on the business day preceding the reference date. The specific method used to calculate the acquisition price of the shares is Not disclosed.
Conditions Precedent to ExecutionAll conditions precedent must be satisfied, including the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act and, where necessary, the receipt of approvals and permits from the relevant authorities under domestic and foreign competition laws and other applicable laws.
Management structure after acquisitionThe company does not plan to change its officer structure, management control organization, or corporate name. Employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of the shares in this transaction (acquisition of all shares of あゆみ製薬ホールディングス) and issuance of these new shares (issuance of new shares through a third-party allotment) |
| Counterparty name | BCP Asia AYM Holding (Cayman) L.P., TOHO HOLDINGS CO.,LTD., Hisamitsu Pharmaceutical Co., Inc. |
| Name of the Subject Company | あゆみ製薬ホールディングス株式会社 |
| Business Description of the Subject Company | Control and management of the business activities of subsidiaries that are operating companies engaged primarily in the manufacture and sale of pharmaceuticals, including antirheumatic drugs and antipyretic analgesics |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100,000,000 |
| Date of Establishment of the Subject Company | 8 March 2019 |
| Net Sales of the Subject Company | ¥38,543 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥6,206 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥3,222 million (fiscal year ending March 2026; profit for the period attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥32,170 million (fiscal year ending March 2026; stated as total equity) |
| Acquisition price | ¥44,776 million (breakdown: ¥18,005 million in cash and ¥26,771 million through an in-kind contribution) |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥2,000 million. Estimated expenses associated with the issuance of these new shares: ¥112 million. |
| Type of Consideration | Combination of cash (¥18,005 million) and new shares issued through an in-kind contribution |
| Number of shares acquired | 25,000,000 shares (250,000 voting rights) |
| Voting rights ownership percentage | Before 0％ → after 100.0％ |
| Funding arrangements | The company plans to borrow ¥20,000 million from 株式会社みずほ銀行 and 株式会社SBI新生銀行. The cash portion of the acquisition consideration is ¥18,005 million. The funding source for the full cash payment portion is Not disclosed. |
| Impact on Business Performance | The impact of this share acquisition on the company's consolidated results for the current fiscal year is currently under review. The company will promptly disclose any matter requiring disclosure. |
| Date of board resolution | 5 June 2026 |
| Contract Date | 5 June 2026 |
| Execution Date / Effective Date | From 30 June 2026 to 30 September 2026 (予定) |
| Valuation methodology | The issue price of the new shares is based on the market price, namely the closing price of ¥2,684 for the company's common shares on the business day preceding the reference date. The specific method used to calculate the acquisition price of the shares is Not disclosed. |
| Conditions Precedent to Execution | All conditions precedent must be satisfied, including the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act and, where necessary, the receipt of approvals and permits from the relevant authorities under domestic and foreign competition laws and other applicable laws. |
| Management structure after acquisition | The company does not plan to change its officer structure, management control organization, or corporate name. Employee treatment is Not disclosed. |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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.The transaction will bring in あゆみ製薬ホールディングス' sales network serving Japanese medical institutions, business infrastructure, and product portfolio, including the antipyretic and analgesic Caronal, thereby securing a commercial platform in the Japanese market. The company explained that it aims to diversify and stabilize its revenue sources, introduce pipelines developed overseas and biosimilars into Japan, and strengthen its business portfolio.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.