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How definitive the wording is.This transaction
This mergerCounterparty医化学創薬株式会社, 株式会社プライミューン, 株式会社MASC, 株式会社メディフォム
Disclosing companyTRANSGENIC GROUP INC.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Sale of research reagents, Clinical trial administration and hospital support services
Location Chuo Ward, Kobe, Eniwa, HokkaidoShare capital ¥22 million, ¥10 millionDate of incorporation 11 September 2000, 2 November 2001
Net SalesNet income of ¥3 million (fiscal year ending March 2026), ¥0 million (fiscal year ended March 2026)
Operating profitNet loss of ¥5 million (fiscal year ended March 2026), Net loss of ¥2 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥5 million (fiscal year ended March 2026), Net loss of ¥2 million (fiscal year ended March 2026)
Net assets¥21 million (fiscal year ended March 2026), ¥9 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo applicable matters.
Type of ConsiderationNo cash consideration or share allotment (terms of consideration for this merger: not applicable)
Merger ratio/share exchange ratioNot applicable. 医化学創薬株式会社 and 株式会社MASC will be the surviving companies, while 株式会社プライミューン and 株式会社メディフォム will be the absorbed companies, respectively.
Impact on Business Performance
The impact on the company’s consolidated results is immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the general meetings of shareholders to approve the mergers (scheduled for 16 June 2026)
Management structure after acquisitionFollowing the mergers, there will be no changes to the surviving companies' corporate names, head-office locations, business activities, representatives' titles or names, stated capital, or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 医化学創薬株式会社, 株式会社プライミューン, 株式会社MASC, 株式会社メディフォム |
| Name of the Subject Company | 株式会社プライミューン, 株式会社メディフォム |
| Business Description of the Subject Company | Sale of research reagents, Clinical trial administration and hospital support services |
| Location of the Subject Company | Chuo Ward, Kobe, Eniwa, Hokkaido |
| Capital Stock of the Subject Company | ¥22 million, ¥10 million |
| Date of Establishment of the Subject Company | 11 September 2000, 2 November 2001 |
| Net Sales of the Subject Company | Net income of ¥3 million (fiscal year ending March 2026), ¥0 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Net loss of ¥5 million (fiscal year ended March 2026), Net loss of ¥2 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥5 million (fiscal year ended March 2026), Net loss of ¥2 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥21 million (fiscal year ended March 2026), ¥9 million (fiscal year ended March 2026) |
| Acquisition price | No applicable matters. |
| Type of Consideration | No cash consideration or share allotment (terms of consideration for this merger: not applicable) |
| Merger ratio/share exchange ratio | Not applicable. 医化学創薬株式会社 and 株式会社MASC will be the surviving companies, while 株式会社プライミューン and 株式会社メディフォム will be the absorbed companies, respectively. |
| Voting rights ownership percentage | Before 医化学創薬株式会社: 100.0% (株式会社プライミューン), TRANSGENIC GROUP INC.: 100.0% (株式会社メディフォム) (after not disclosed) |
| Impact on Business Performance | The impact on the company’s consolidated results is immaterial |
| Date of board resolution | 27 May 2026 |
| Contract Date | 27 May 2026 (scheduled) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders to approve the mergers (scheduled for 16 June 2026) |
| Management structure after acquisition | Following the mergers, there will be no changes to the surviving companies' corporate names, head-office locations, business activities, representatives' titles or names, stated capital, or fiscal year-end. |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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 mergers are intended to enable the integrated operation of businesses and management resources within the Group, improve the efficiency of the Group's management structure, and reduce operating and administrative costs.
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