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Direction inferred from the company’s description.Scale
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How definitive the wording is.This transaction
This mergerCounterpartyKAKEN PHARMACEUTICAL CO.,LTD.
Disclosing companyKAKEN PHARMACEUTICAL CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Pharmaceutical research and development
Location Bunkyo-ku, TokyoShare capital ¥100 millionDate of incorporation 4 June 2018
Net Sales¥0 million (fiscal year ended March 2026, standalone)
Operating profit-¥15 million (fiscal year ended March 2026, standalone)
Net income for the current fiscal year-¥17 million (fiscal year ended March 2026, standalone)
Net assets¥100 million (fiscal year ended March 2026, standalone)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allocated.
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Merger ratio/share exchange ratioNot applicable (as the Company holds all issued shares of each class of ARTham shares, no shares, cash or other consideration will be allocated)
Impact on Business Performance
As this is a merger with a consolidated subsidiary wholly owned by the Company, the impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this merger qualifies as a simplified merger for the Company and a short-form merger for ARTham, the merger will be carried out without obtaining approval of the merger agreement at a shareholders' meeting of either the Company or ARTham.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end following the merger. ARTham will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | KAKEN PHARMACEUTICAL CO.,LTD. |
| Name of the Subject Company | ARTham Therapeutics Co., Ltd. |
| Business Description of the Subject Company | Pharmaceutical research and development |
| Location of the Subject Company | Bunkyo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 4 June 2018 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended March 2026, standalone) |
| Operating Profit of the Subject Company | -¥15 million (fiscal year ended March 2026, standalone) |
| Net Income of the Subject Company | -¥17 million (fiscal year ended March 2026, standalone) |
| Net Assets of the Subject Company | ¥100 million (fiscal year ended March 2026, standalone) |
| Acquisition price | No shares, cash or other consideration will be allocated. |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable (as the Company holds all issued shares of each class of ARTham shares, no shares, cash or other consideration will be allocated) |
| Number of shares acquired | All issued shares of each class of ARTham shares (excluding treasury shares) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | As this is a merger with a consolidated subsidiary wholly owned by the Company, the impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 9 November 2026 |
| Contract Date | 9 November 2026 |
| Execution Date / Effective Date | 31 December 2026 (scheduled) |
| Conditions Precedent to Execution | As this merger qualifies as a simplified merger for the Company and a short-form merger for ARTham, the merger will be carried out without obtaining approval of the merger agreement at a shareholders' meeting of either the Company or ARTham. |
| Management structure after acquisition | There will be no changes to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end following the merger. ARTham will be dissolved. |
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.To concentrate management resources within the Group and improve the efficiency of organizational operations.
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