Komori
M&A and Subsidiary Changes4507Shionogi & Co.,Ltd.Pharmaceuticals

Notice Regarding the Completion of the Succession of the Edaravone Business and the Establishment of a Radicava Business Company

The transfer of the rights in key countries and regions for edaravone acquired from Tanabe Pharma to Shionogi & Co., Ltd. was completed on 1 April 2026. In addition, a new company responsible for the Radicava business in the United States was established and commenced operations.

Worth reading
40Recurring
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
7
USD 100 million (expected global annual revenue from fiscal 2026)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of the edaravone business
CounterpartyTanabe Pharma Corporation
Disclosing companyShionogi & Co.,Ltd.
RADIANCE NEWCO, LLCVoting 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 April 2026 (effective date, and the date on which the transfer of rights was completed and the Radicava operating company commenced operations)
Target company

Sales and other activities relating to Radicava

Location Florham Park, NJ 07932, USAShare capital Undecided (expected to be determined after completion of purchase price allocation (PPA))Date of incorporation 2026
Net Sales¥94,491 million (fiscal year ended March 2025; Radicava revenue in the United States reported by Tanabe Pharma for the most recent three years)
Impact on Business Performance

The impact on consolidated results from the fiscal year ending March 2027 onward is currently under review, but the business is expected to contribute to revenue and profit from the fiscal year ending March 2027.

Procedures and assumptions
Conditions Precedent to ExecutionThe rights in certain countries and regions are scheduled to be transferred sequentially after the prescribed procedures have been completed.
Management structure after acquisitionRADIANCE NEWCO, LLC commenced operations as a wholly owned subsidiary of Shionogi Inc. The representative's title and name are Shionogi Inc.; the company was established as a single-member-managed LLC with a single corporate member. It has 143 employees.
This transaction
ItemDetails
Transaction nameAcquisition of the edaravone business
Counterparty nameTanabe Pharma Corporation
Name of the Subject CompanyRADIANCE NEWCO, LLC
Business Description of the Subject CompanySales and other activities relating to Radicava
Location of the Subject CompanyFlorham Park, NJ 07932, USA
Capital Stock of the Subject CompanyUndecided (expected to be determined after completion of purchase price allocation (PPA))
Date of Establishment of the Subject Company2026
Net Sales of the Subject Company¥94,491 million (fiscal year ended March 2025; Radicava revenue in the United States reported by Tanabe Pharma for the most recent three years)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on consolidated results from the fiscal year ending March 2027 onward is currently under review, but the business is expected to contribute to revenue and profit from the fiscal year ending March 2027.
Execution Date / Effective Date1 April 2026 (effective date, and the date on which the transfer of rights was completed and the Radicava operating company commenced operations)
Conditions Precedent to ExecutionThe rights in certain countries and regions are scheduled to be transferred sequentially after the prescribed procedures have been completed.
Management structure after acquisitionRADIANCE NEWCO, LLC commenced operations as a wholly owned subsidiary of Shionogi Inc. The representative's title and name are Shionogi Inc.; the company was established as a single-member-managed LLC with a single corporate member. It has 143 employees.
Items this document does not state (19)
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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation 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 establish a global business platform in the rare disease field and a commercial platform supporting business expansion in the rare disease field in the United States, thereby enabling the continued and stable provision of treatment to patients.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Completion of the Succession of the Edaravone Business and the Establishment of a Radicava Business Company | Shionogi & Co.,Ltd. (4507) timely disclosure | Komori