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M&A and Subsidiary Changes4112Hodogaya Chemical Co.,Ltd.Materials and Chemicals

Notice Regarding the Establishment of a Subsidiary

Hodogaya Chemical Co., Ltd. established its wholly owned subsidiary NuChord Co., Ltd. on 1 September 2026 to promote its nucleic acid pharmaceutical CDMO business.

Worth reading
33Immaterial
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
2
Hundred millions of yen
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of subsidiary
Disclosing companyHodogaya Chemical Co.,Ltd.
NuChord Co., Ltd. (ニュコード)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Execution Date / Effective Date1 September 2026 (established)
Target company

Research and development, manufacturing and sales, and contract research, development and manufacturing of pharmaceutical and biotechnology-related products, primarily nucleic acid pharmaceuticals

Location Minato-ku, TokyoShare capital ¥200 millionDate of incorporation 1 September 2026
Impact on Business Performance

The impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 will be minor.

Procedures and assumptions
Management structure after acquisitionThe company name is NuChord Co., Ltd. (ニュコード), and the representative director and president is Hoshikawa Hikaru (星川 光). Officers and employees of the Company will serve as officers and employees of the new company on secondment. The Company is also considering a future transition to a joint venture structure with YGK.
This transaction
ItemDetails
Transaction nameEstablishment of subsidiary
Name of the Subject CompanyNuChord Co., Ltd. (ニュコード)
Business Description of the Subject CompanyResearch and development, manufacturing and sales, and contract research, development and manufacturing of pharmaceutical and biotechnology-related products, primarily nucleic acid pharmaceuticals
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥200 million
Date of Establishment of the Subject Company1 September 2026
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 will be minor.
Execution Date / Effective Date1 September 2026 (established)
Management structure after acquisitionThe company name is NuChord Co., Ltd. (ニュコード), and the representative director and president is Hoshikawa Hikaru (星川 光). Officers and employees of the Company will serve as officers and employees of the new company on secondment. The Company is also considering a future transition to a joint venture structure with YGK.
Items this document does not state (22)
Counterparty nameNet 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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation 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.

To commercialize the nucleic acid pharmaceutical CDMO business as a new growth engine and provide integrated services, from raw materials and intermediates through GMP manufacturing, by leveraging the technology and expertise of the Group. The Company is also considering a future transition to a joint venture structure with YGK.

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Notice Regarding the Establishment of a Subsidiary | Hodogaya Chemical Co.,Ltd. (4112) timely disclosure | Komori