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M&A and Subsidiary Changes2269Meiji Holdings Co.,Ltd.Food

Execution of a Joint Venture Agreement and Share Transfer Agreement for the Transfer of Kyorin Pharmaceutical's Generic Drug Business to a Jointly Owned Company to Be Established by ダイト, Meiji Seika Pharma and Development Bank of Japan

Meiji Seika Pharma Co., Ltd., Daito Pharmaceutical Co.,Ltd. and DBJ have entered into an agreement to establish a joint venture, which will acquire all shares of キョーリン リメディオ株式会社, a subsidiary of KYORIN Pharmaceutical Co.,Ltd. Before the acquisition, an absorption-type company split is scheduled to be carried out to carve out the company's authorized generic business and other operations.

Worth reading
36Immaterial
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
100
% (ownership ratio of issued shares and voting rights in the target company)
Wording
Conditional
How definitive the wording is.

This transaction

The transaction (establishment of the joint venture and transfer of the generic drug business by the joint venture)
CounterpartyDaito Pharmaceutical Co.,Ltd., Development Bank of Japan Inc., KYORIN Pharmaceutical Co.,Ltd.
Disclosing companyMeiji Holdings Co.,Ltd.
キョーリン リメディオ株式会社Voting rights ownership percentageNumber of shares acquired All issued shares (number of shares to be determined), 100.0% ownership of voting rights

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.
Target company

Manufacture and sale of pharmaceuticals, etc.

Location Kanazawa, Ishikawa PrefectureShare capital ¥100 millionDate of incorporation 15 October 1947
Consideration and expenses
Funding arrangementsInvestment by DBJ through its subscription for preferred shares in the joint venture (the breakdown of the total acquisition funding is not disclosed)
Impact on Business Performance

The impact on Meiji Holdings' consolidated results for the fiscal year ending March 2027 will be immaterial, and no revision will be made to the consolidated earnings forecasts for the current fiscal year.

Procedures and assumptions
Management structure after acquisitionThe joint venture is scheduled to be established in December 2026, with Tsuji Kazumi (辻和美) scheduled to serve as representative director. The ownership ratios will be 49.1% for Daito, 36.0% for Meiji Seika Pharma and 14.9% for DBJ. The joint venture is expected to become an equity-method affiliate of Daito and Meiji Seika Pharma. The target company's corporate name and employee treatment are Not disclosed.
This transaction
ItemDetails
Transaction nameThe transaction (establishment of the joint venture and transfer of the generic drug business by the joint venture)
Counterparty nameDaito Pharmaceutical Co.,Ltd., Development Bank of Japan Inc., KYORIN Pharmaceutical Co.,Ltd.
Name of the Subject Companyキョーリン リメディオ株式会社
Business Description of the Subject CompanyManufacture and sale of pharmaceuticals, etc.
Location of the Subject CompanyKanazawa, Ishikawa Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company15 October 1947
Number of shares acquiredAll issued shares (number of shares to be determined), 100.0% ownership of voting rights
Voting rights ownership percentageBefore 100 → after 100
Funding arrangementsInvestment by DBJ through its subscription for preferred shares in the joint venture (the breakdown of the total acquisition funding is not disclosed)
Impact on Business PerformanceThe impact on Meiji Holdings' consolidated results for the fiscal year ending March 2027 will be immaterial, and no revision will be made to the consolidated earnings forecasts for the current fiscal year.
Date of board resolution30 September 2026
Contract Date30 September 2026
Execution Date / Effective DateThe effective date of this preliminary transaction is scheduled for 31 March 2027, and the scheduled execution date of the share transfer is 1 April 2027.
Management structure after acquisitionThe joint venture is scheduled to be established in December 2026, with Tsuji Kazumi (辻和美) scheduled to serve as representative director. The ownership ratios will be 49.1% for Daito, 36.0% for Meiji Seika Pharma and 14.9% for DBJ. The joint venture is expected to become an equity-method affiliate of Daito and Meiji Seika Pharma. The target company's corporate name and employee treatment are Not disclosed.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 parties will establish a platform to build a stable supply system for high-quality, affordable medicines in response to supply concerns in the generic drug industry and inefficiencies caused by the production of many products in small volumes. They aim to eliminate supply concerns at an early stage and establish a sustainable business foundation by consolidating manufacturing sites, integrating product lines, sharing quality-assurance expertise, improving research and development efficiency, and securing a stable supply of active pharmaceutical ingredients.

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Execution of a Joint Venture Agreement and Share Transfer Agreement for the Transfer of Kyorin Pharmaceutical's Generic Drug Business to a Jointly Owned Company to Be Established by ダイト, Meiji Seika Pharma and Development Bank of Japan | Meiji Holdings Co.,Ltd. (2269) timely disclosure | Komori