Worth reading
50Recurring
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
100
USD millionWording
Definitive
How definitive the wording is.This transaction
Making Shionogi-Apnimed Sleep Science, LLC a Consolidated SubsidiaryCounterpartyApnimed, Inc.
Disclosing companyShionogi & Co.,Ltd.
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
Research and development of pharmaceuticals
Location Massachusetts, United StatesShare capital Not disclosedDate of incorporation 2023
Net SalesNot disclosed (the company has not recorded operating revenue to date, so there are no figures relating to consolidated operating results)
Operating profitNot disclosed (there are no figures relating to consolidated operating results)
Net income for the current fiscal yearNot disclosed (there are no figures relating to consolidated operating results)
Net assetsNot disclosed (there are no figures relating to the consolidated financial position)
Consideration and expenses
Acquisition price$100 million (¥15,952 million at the converted yen amount)
Type of ConsiderationCash. In addition to the upfront payment of $100 million, development milestone payments related to SASS-002 and royalties based on future sales of products generated from SASS's intellectual property will be paid.
Impact on Business Performance
The impact of this transaction on our consolidated results for the fiscal year ending March 2026 is immaterial.
Procedures and assumptions
Management structure after acquisitionSASS will become a consolidated subsidiary with a 100% ownership interest. The representative's title and name are not applicable. The change of corporate name and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Making Shionogi-Apnimed Sleep Science, LLC a Consolidated Subsidiary |
| Counterparty name | Apnimed, Inc. |
| Name of the Subject Company | Shionogi-Apnimed Sleep Science, LLC |
| Business Description of the Subject Company | Research and development of pharmaceuticals |
| Location of the Subject Company | Massachusetts, United States |
| Capital Stock of the Subject Company | Not disclosed |
| Date of Establishment of the Subject Company | 2023 |
| Net Sales of the Subject Company | Not disclosed (the company has not recorded operating revenue to date, so there are no figures relating to consolidated operating results) |
| Operating Profit of the Subject Company | Not disclosed (there are no figures relating to consolidated operating results) |
| Net Income of the Subject Company | Not disclosed (there are no figures relating to consolidated operating results) |
| Net Assets of the Subject Company | Not disclosed (there are no figures relating to the consolidated financial position) |
| Acquisition price | $100 million (¥15,952 million at the converted yen amount) |
| Type of Consideration | Cash. In addition to the upfront payment of $100 million, development milestone payments related to SASS-002 and royalties based on future sales of products generated from SASS's intellectual property will be paid. |
| Number of shares acquired | 50.0% interest to be acquired (the interest held by Apnimed). The number of voting rights is not stated. |
| Voting rights ownership percentage | Before 50.0% → after 100% |
| Impact on Business Performance | The impact of this transaction on our consolidated results for the fiscal year ending March 2026 is immaterial. |
| Date of board resolution | 23 March 2026 |
| Contract Date | 23 March 2026 |
| Execution Date / Effective Date | 6 April 2026 (scheduled) |
| Management structure after acquisition | SASS will become a consolidated subsidiary with a 100% ownership interest. The representative's title and name are not applicable. The change of corporate name and treatment of employees are not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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.To further develop the sleep-disorder drug candidates and drug-discovery programs being pursued by SASS and provide patients with treatment options at an early stage, it is necessary to make maximum use of the expertise and capabilities developed to date and make decisions swiftly. Following discussions with Apnimed, we have determined that it is optimal for Shionogi & Co., Ltd. to pursue this joint venture independently.
How to read this page
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