Komori
Share Issuance and Disposal2160GNI Group Ltd.Pharmaceuticals

Notice Regarding Completion of the Acquisition of All Shares of あゆみ製薬ホールディングス株式会社 (Making It a Wholly Owned Subsidiary) and Completion of Payment for the Issuance of New Shares through a Third-Party Allotment (Contribution in Kind)

The acquisition of all shares of あゆみ製薬ホールディングス, making it a wholly owned subsidiary, has been completed, and the issuance and payment of 9,974,291 new shares through a third-party allotment to 3 companies, made through a contribution in kind of claims for payment of the consideration for the share acquisition, have also been completed.

Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
9974291
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment (contribution in kind)

Who receives how much9,974,291Shares

Common shares: 9,974,291 shares

BCP Asia AYM Holding (Cayman) L.P.6,982,004 shares
TOHO HOLDINGS CO.,LTD.1,994,858 shares
Hisamitsu Pharmaceutical Co., Inc.997,429 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥2,684 per share
Total issue value

¥26,770,997,044

Amount of funds to be raised
¥26,770,997,044 (estimated net proceeds: Not disclosed)
Existing Shares and Increase
+17.90%Rate of increase
55,843,127 shares65,817,418Shares

An increase of 9,974,291 shares against 55,843,127 shares outstanding before the capital increase (approximately 17.9%)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Payment date
1 July 2026
Impact on Business Performance
The impact of this matter on the Company's consolidated results for the current fiscal year is currently under review.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment (contribution in kind)
Number of shares to be issued or disposed ofCommon shares: 9,974,291 shares
Issue price and disposal price¥2,684 per share
Total issue value¥26,770,997,044
Amount of funds to be raised¥26,770,997,044 (estimated net proceeds: Not disclosed)
Payment date1 July 2026
Intended allotteeName BCP Asia AYM Holding (Cayman) L.P. / Number of Shares 6,982,004 shares, Name TOHO HOLDINGS CO.,LTD. / Number of Shares 1,994,858 shares, Name Hisamitsu Pharmaceutical Co., Inc. / Number of Shares 997,429 shares
Dilution RateAn increase of 9,974,291 shares against 55,843,127 shares outstanding before the capital increase (approximately 17.9%)
Total number of issued shares55,843,127 shares → 65,817,418 shares(Approximately 17.9%)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the current fiscal year is currently under review.
Items this document does not state (18)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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.

To use part of the claims for payment of the consideration for the acquisition of all shares of あゆみ製薬ホールディングス as property contributed in kind.

How to read this page

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Notice Regarding Completion of the Acquisition of All Shares of あゆみ製薬ホールディングス株式会社 (Making It a Wholly Owned Subsidiary) and Completion of Payment for the Issuance of New Shares through a Third-Party Allotment (Contribution in Kind) | GNI Group Ltd. (2160) timely disclosure | Komori