Worth reading
77Important
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
2000
USD millionWording
Conditional
How definitive the wording is.This transaction
This transactionCounterpartyThe target company’s existing shareholders, including individuals, trusts and corporations (names and trade names not disclosed)
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.White points represent dates designated as scheduled dates in the document.
Target company
Research and development and sales of pharmaceuticals
Location Austin, Texas, U.S.Share capital US$316Date of incorporation 2015
Net SalesUS$67.867 million (fiscal year ended December 2025)
Operating profitOperating loss of US$35.292 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of US$35.371 million (fiscal year ended December 2025)
Net assetsNet assets of US$144.549 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$2 billion (¥315.560 billion)
Type of ConsiderationCash
Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionThe conditions precedent to closing the transaction are satisfied, including the expiry of all applicable waiting periods under the competition laws of each relevant country and the receipt of approvals and clearances from the relevant regulatory authorities.
Management structure after acquisitionIntraBio is expected to become a wholly owned subsidiary of Shionogi Inc. No information is provided on any change of trade name, representative or treatment of employees.
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | The target company’s existing shareholders, including individuals, trusts and corporations (names and trade names not disclosed) |
| Name of the Subject Company | IntraBio Inc. |
| Business Description of the Subject Company | Research and development and sales of pharmaceuticals |
| Location of the Subject Company | Austin, Texas, U.S. |
| Capital Stock of the Subject Company | US$316 |
| Date of Establishment of the Subject Company | 2015 |
| Net Sales of the Subject Company | US$67.867 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of US$35.292 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of US$35.371 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Net assets of US$144.549 million (fiscal year ended December 2025) |
| Acquisition price | US$2 billion (¥315.560 billion) |
| Type of Consideration | Cash |
| Number of shares acquired | All issued shares (number of shares and voting rights not disclosed) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 5 October 2026 |
| Contract Date | 5 October 2026 |
| Execution Date / Effective Date | November to December 2026 (予定) |
| Conditions Precedent to Execution | The conditions precedent to closing the transaction are satisfied, including the expiry of all applicable waiting periods under the competition laws of each relevant country and the receipt of approvals and clearances from the relevant regulatory authorities. |
| Management structure after acquisition | IntraBio is expected to become a wholly owned subsidiary of Shionogi Inc. No information is provided on any change of trade name, representative or treatment of employees. |
Items this document does not state (11)
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 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 acquire new rare disease treatments, including AQNEURSA®, together with related intellectual property and commercialisation rights, and to incorporate IntraBio’s specialised personnel and know-how related to rare diseases, with the aim of expanding the rare disease business and accelerating research and development by leveraging the U.S. RADICAVA® business platform.
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