Komori
M&A and Subsidiary Changes4272NIPPON KAYAKU CO.,LTD.Materials and Chemicals

Notice Concerning the Acquisition of Shares in a Company Succeeding to Part of Fuji Yakuhin Co., Ltd.'s Pharmaceutical Manufacturing Business (Making It a Subsidiary)

日本化薬 will acquire all shares in a newly established company to which 富士薬品 will transfer part of its pharmaceutical manufacturing business, making it a subsidiary. The business consists of contract development and manufacturing of ethical pharmaceuticals (injectables), and the share acquisition is scheduled for 1 October 2026.

Worth reading
44Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
3000
¥ millions (projected revenue from the business for the fiscal year ending March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This transaction (share acquisition and making the company a subsidiary)
CounterpartyFuji Yakuhin Co., Ltd.
Disclosing companyNIPPON KAYAKU CO.,LTD.
Name undecided (to be determined before the company is established)Subject of this transactionNumber of shares acquired 5,000 shares (all issued shares of the newly established company) / Number of voting rights: Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Contract development and manufacturing of ethical pharmaceuticals (injectables)

Location Toyama City, Toyama PrefectureShare capital ¥1 millionDate of incorporation 30 April 2026 (scheduled)
Net SalesApproximately ¥3,000 million (projected for the fiscal year ending March 2026)
Impact on Business Performance

The impact of this share acquisition on consolidated results for the fiscal year ending March 2026 will be immaterial. Over the medium to long term, the company believes the transaction will contribute to improved operating performance and corporate value.

Procedures and assumptions
Conditions Precedent to ExecutionWhether any required actions relating to permits and approvals, registrations, filings and other matters with the relevant authorities will be necessary. The schedule may be changed as necessary in light of the circumstances and other factors.
Management structure after acquisitionThe name of the newly established company has not been determined and will be decided before its establishment. The representative director will change to Moto Takuya (本 拓也). Details of employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameThis transaction (share acquisition and making the company a subsidiary)
Counterparty nameFuji Yakuhin Co., Ltd.
Name of the Subject CompanyName undecided (to be determined before the company is established)
Business Description of the Subject CompanyContract development and manufacturing of ethical pharmaceuticals (injectables)
Location of the Subject CompanyToyama City, Toyama Prefecture
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company30 April 2026 (scheduled)
Net Sales of the Subject CompanyApproximately ¥3,000 million (projected for the fiscal year ending March 2026)
Number of shares acquired5,000 shares (all issued shares of the newly established company) / Number of voting rights: Not disclosed
Impact on Business PerformanceThe impact of this share acquisition on consolidated results for the fiscal year ending March 2026 will be immaterial. Over the medium to long term, the company believes the transaction will contribute to improved operating performance and corporate value.
Date of board resolution30 March 2026
Contract Date30 March 2026
Execution Date / Effective DateEffective date of each absorption-type company split: 1 October 2026 (scheduled); share transfer: 1 October 2026 (scheduled)
Conditions Precedent to ExecutionWhether any required actions relating to permits and approvals, registrations, filings and other matters with the relevant authorities will be necessary. The schedule may be changed as necessary in light of the circumstances and other factors.
Management structure after acquisitionThe name of the newly established company has not been determined and will be decided before its establishment. The representative director will change to Moto Takuya (本 拓也). Details of employee treatment: Not disclosed.
Items this document does not state (17)
Operating 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 periodVoting rights ownership percentageFunding 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.

To strengthen the stable supply system and expand production capacity for anticancer drugs and biosimilars, thereby pursuing future business growth and an increase in corporate value.

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.
Notice Concerning the Acquisition of Shares in a Company Succeeding to Part of Fuji Yakuhin Co., Ltd.'s Pharmaceutical Manufacturing Business (Making It a Subsidiary) | NIPPON KAYAKU CO.,LTD. (4272) timely disclosure | Komori