Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
59000000
Shares (public offering: 51,304,400 shares + third-party allotment: up to 7,695,600 shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Public offering of new shares (general offering) and issuance of new shares through a third-party allotment
Who receives how much
Public offering 51,304,400 shares (domestic offering: 24,754,400 shares; international offering: 26,550,000 shares) / Third-party allotment 7,695,600 shares (maximum)
SMBC Nikko Securities Inc.7,695,600 shares (maximum; no shares will be issued if there are no subscriptions)
Domestic and international underwriters51,304,400 shares in the public offering (the final allocation will be determined on the pricing date)
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.
To be determined. The indicative price range will be determined by multiplying the closing price on the Tokyo Stock Exchange on the pricing date by 0.90–1.00.
Amount of funds to be raised
Maximum total estimated net proceeds of ¥116,490,277,000. The total issue price is undetermined.
Specific use of funds
R&D funding for the oncology field, centered on clinical trials for enzomenib and nuvisertibAmount ¥30,000 million / Scheduled timing of expenditures By the end of March 2029
Research and development in neurodegenerative diseases and infectious diseasesAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Investments and loans to RACTHERA and S-RACMOAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Funds for capital investment to strengthen production and quality systems, investment in IT systems, and strategic investments related to partnership and licensing agreementsAmount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029
Repayment of interest-bearing debtAmount Remaining amount / Scheduled timing of expenditures By the end of March 2029
Existing Shares and Increase
+12.89%Rate of increase
397,900,154 shares456,900,154Shares
12.89% for the public offering alone. 14.83% in total if all shares under the third-party allotment are issued (based on 397,900,154 shares outstanding before the offering)
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.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
The lock-up period for Sumitomo Chemical and the Company begins on the pricing date and ends on the 180th day from the settlement date of the global offering.
Conditions for lifting transfer restrictions
Prior written consent from the joint global coordinators. The joint global coordinators may waive the agreement or shorten the lock-up period.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc.Daiwa Securities Co., Ltd.Nomura Securities Co., Ltd.Mizuho Securities Co., Ltd.Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.Morgan Stanley MUFG Securities Co., Ltd.SMBC Bank International plcDaiwa Capital Markets Europe LimitedNomura International plcMizuho International plc
Overallotment
Shares offered through the over-allotment: 7,695,600 shares (maximum); third-party allotment: up to 7,695,600 shares
Intended allottee's holding policy
Sumitomo Chemical has agreed not to sell the Company's common shares or other securities without prior written consent during the lock-up period, which begins on the pricing date and ends on the 180th day from the settlement date of the global offering. However, the joint global coordinators have the authority to waive or shorten the period.
Payment date
Public offering: one date between 24 April 2026 and 30 April 2026 (the fourth business day after the pricing date). Third-party allotment: one date between 26 May 2026 and 29 May 2026
Basis for determining the amount to be paid
The indicative price range will be determined by multiplying the closing price of the Company's common shares on the Tokyo Stock Exchange on the pricing date by 0.90–1.00, with the final price determined after taking demand conditions and other factors into account.
Most recent equity financing
No applicable matters
Impact on Business Performance
The impact of this financing on consolidated results for the fiscal year ending March 2027 is expected to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Public offering of new shares (general offering) and issuance of new shares through a third-party allotment |
| Number of shares to be issued or disposed of | Public offering 51,304,400 shares (domestic offering: 24,754,400 shares; international offering: 26,550,000 shares) / Third-party allotment 7,695,600 shares (maximum) |
| Issue price and disposal price | To be determined. The indicative price range will be determined by multiplying the closing price on the Tokyo Stock Exchange on the pricing date by 0.90–1.00. |
| Amount of funds to be raised | Maximum total estimated net proceeds of ¥116,490,277,000. The total issue price is undetermined. |
| Specific use of funds | Details R&D funding for the oncology field, centered on clinical trials for enzomenib and nuvisertib / Amount ¥30,000 million / Scheduled timing of expenditures By the end of March 2029, Details Research and development in neurodegenerative diseases and infectious diseases / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Investments and loans to RACTHERA and S-RACMO / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Funds for capital investment to strengthen production and quality systems, investment in IT systems, and strategic investments related to partnership and licensing agreements / Amount ¥10,000 million / Scheduled timing of expenditures By the end of March 2029, Details Repayment of interest-bearing debt / Amount Remaining amount / Scheduled timing of expenditures By the end of March 2029 |
| Payment date | Public offering: one date between 24 April 2026 and 30 April 2026 (the fourth business day after the pricing date). Third-party allotment: one date between 26 May 2026 and 29 May 2026 |
| Intended allottee | Name SMBC Nikko Securities Inc. / Number of Shares 7,695,600 shares (maximum; no shares will be issued if there are no subscriptions), Name Domestic and international underwriters / Number of Shares 51,304,400 shares in the public offering (the final allocation will be determined on the pricing date) |
| Intended allottee's holding policy | Sumitomo Chemical has agreed not to sell the Company's common shares or other securities without prior written consent during the lock-up period, which begins on the pricing date and ends on the 180th day from the settlement date of the global offering. However, the joint global coordinators have the authority to waive or shorten the period. |
| Dilution Rate | 12.89% for the public offering alone. 14.83% in total if all shares under the third-party allotment are issued (based on 397,900,154 shares outstanding before the offering) |
| Total number of issued shares | 397,900,154 shares → 456,900,154 shares (if all shares under the third-party allotment are issued)（14.83%） |
| Basis for determining the amount to be paid | The indicative price range will be determined by multiplying the closing price of the Company's common shares on the Tokyo Stock Exchange on the pricing date by 0.90–1.00, with the final price determined after taking demand conditions and other factors into account. |
| Transfer restriction period | The lock-up period for Sumitomo Chemical and the Company begins on the pricing date and ends on the 180th day from the settlement date of the global offering. |
| Conditions for lifting transfer restrictions | Prior written consent from the joint global coordinators. The joint global coordinators may waive the agreement or shorten the lock-up period. |
| Underwriter / lead underwriter | SMBC Nikko Securities Inc., Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley MUFG Securities Co., Ltd., SMBC Bank International plc, Daiwa Capital Markets Europe Limited, Nomura International plc, Mizuho International plc |
| Overallotment | Shares offered through the over-allotment: 7,695,600 shares (maximum); third-party allotment: up to 7,695,600 shares |
| Most recent equity financing | No applicable matters |
| Impact on Business Performance | The impact of this financing on consolidated results for the fiscal year ending March 2027 is expected to be minor. |
Items this document does not state (11)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock Split RatioProcedures under the Corporate Code of ConductMajor 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.The purposes are research and development, including two oncology products under “Boost 2028,” strengthening the R&D platform and pipeline, investments and loans for the regenerative medicine and cell therapy businesses, investment in production and quality systems and IT systems, strategic investments related to partnerships and licensing, repayment of interest-bearing debt, and strengthening the financial foundation supporting growth.
How to read this page
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