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M&A and Subsidiary Changes4540TSUMURA & CO.Pharmaceuticals

Notice Regarding Completion of the Acquisition of Shares in YOMEISHU SEIZO CO.,LTD. (Progress Report on Previously Disclosed Matter)

TSUMURA & CO. has acquired all shares in YOMEISHU SEIZO CO.,LTD. from 湯沢株式会社, making YOMEISHU SEIZO CO.,LTD. a wholly owned subsidiary. The acquisition price is ¥6.8 billion, and the transaction is expected to be reflected in consolidated results from the second quarter of the fiscal year ending March 2027.

Worth reading
65In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
68
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
Counterparty湯沢株式会社
Disclosing companyTSUMURA & CO.
YOMEISHU SEIZO CO.,LTD.Voting rights ownership percentageNumber of shares acquired 6 shares (number of voting rights: not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date1 September 2026 (completed)
Target company

Manufacture and sale of Yomeishu and related products

Location Shibuya, Tokyo
Consideration and expenses
Acquisition price¥6.8 billion (subject to change based on price adjustments and transaction expenses, among other factors, based on the financial statements as of the acquisition date)
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. The company plans to disclose the information promptly once it becomes possible to do so.

Procedures and assumptions
Management structure after acquisitionRepresentative Director and President: Nakagawa Yasushi (中川恭). Other details of the management structure, any change in corporate name and employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty name湯沢株式会社
Name of the Subject CompanyYOMEISHU SEIZO CO.,LTD.
Business Description of the Subject CompanyManufacture and sale of Yomeishu and related products
Location of the Subject CompanyShibuya, Tokyo
Acquisition price¥6.8 billion (subject to change based on price adjustments and transaction expenses, among other factors, based on the financial statements as of the acquisition date)
Type of ConsiderationCash
Number of shares acquired6 shares (number of voting rights: not disclosed)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on the company's consolidated results for the fiscal year ending March 2027 is currently under review. The company plans to disclose the information promptly once it becomes possible to do so.
Execution Date / Effective Date1 September 2026 (completed)
Management structure after acquisitionRepresentative Director and President: Nakagawa Yasushi (中川恭). Other details of the management structure, any change in corporate name and employee treatment: not disclosed
Items this document does not state (20)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Date of board resolutionContract DateValuation 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 accelerate growth in the over-the-counter pharmaceutical and healthcare businesses by combining TSUMURA & CO.'s strengths in prescription Kampo formulations with YOMEISHU SEIZO CO.,LTD.'s expertise and brand value in health cultivation. The acquisition also aims to strengthen health-support functions in the pre-disease and health cultivation fields and realize the company's long-term management vision.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Completion of the Acquisition of Shares in YOMEISHU SEIZO CO.,LTD. (Progress Report on Previously Disclosed Matter) | TSUMURA & CO. (4540) timely disclosure | Komori