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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)鳥居薬品株式会社
Disclosing companyShionogi & Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture and sale of pharmaceutical products
Location Chuo-ku, TokyoShare capital ¥5,190 million (as of 1 September 2025)Date of incorporation 1 November 1921
Net Sales¥60,426 million (fiscal year ended December 2024)
Operating profit¥6,798 million (fiscal year ended December 2024)
Net income for the current fiscal year¥5,042 million (fiscal year ended December 2024)
Net assets¥121,533 million (fiscal year ended December 2024)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other assets will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other assets will be allocated in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no allocation because Torii Pharmaceutical Co., Ltd. is a wholly owned subsidiary). Shionogi & Co.,Ltd. will be the surviving company, and Torii Pharmaceutical Co., Ltd. will be the disappearing company.
Impact on Business Performance
The impact on the company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionFor Shionogi & Co.,Ltd., this merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for Torii Pharmaceutical Co., Ltd., it qualifies as a short-form merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, the merger will be conducted without obtaining approval of the merger agreement at a shareholders meeting of either company.
Management structure after acquisitionThere will be no changes to Shionogi & Co.,Ltd.'s trade name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this merger. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 鳥居薬品株式会社 |
| Name of the Subject Company | 鳥居薬品株式会社 |
| Business Description of the Subject Company | Manufacture and sale of pharmaceutical products |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5,190 million (as of 1 September 2025) |
| Date of Establishment of the Subject Company | 1 November 1921 |
| Net Sales of the Subject Company | ¥60,426 million (fiscal year ended December 2024) |
| Operating Profit of the Subject Company | ¥6,798 million (fiscal year ended December 2024) |
| Net Income of the Subject Company | ¥5,042 million (fiscal year ended December 2024) |
| Net Assets of the Subject Company | ¥121,533 million (fiscal year ended December 2024) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other assets will be allocated in connection with this merger) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other assets will be allocated in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no allocation because Torii Pharmaceutical Co., Ltd. is a wholly owned subsidiary). Shionogi & Co.,Ltd. will be the surviving company, and Torii Pharmaceutical Co., Ltd. will be the disappearing company. |
| Number of shares acquired | Not applicable (absorption-type merger) |
| Voting rights ownership percentage | Before 100.00% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the company's consolidated results will be immaterial. |
| Date of board resolution | 27 April 2026 |
| Contract Date | 27 April 2026 |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | For Shionogi & Co.,Ltd., this merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for Torii Pharmaceutical Co., Ltd., it qualifies as a short-form merger under Article 784, Paragraph 1 of the Companies Act. Accordingly, the merger will be conducted without obtaining approval of the merger agreement at a shareholders meeting of either company. |
| Management structure after acquisition | There will be no changes to Shionogi & Co.,Ltd.'s trade name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this merger. Treatment of employees: Not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.The purpose is to strengthen collaboration between the two companies and maximize integration synergies through rapid decision-making. The merger is also intended to strengthen and expand activities to provide information on pharmaceutical products and establish a stable operating base for the domestic business.
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