Worth reading
82Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
200
Hundreds of millions of yenWording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Class A preferred shares through a third-party allotment
Who receives how much
First issuance of Class A preferred shares 10,000 shares / Second issuance of Class A preferred shares Number of shares notified by the Company, up to 10,000 shares
Development Bank of Japan Inc.10,000 Class A preferred shares for the first issuance; the number of shares notified for the second issuance, up to 10,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
First issuance of Class A preferred shares ¥1,000,000 per share / Second issuance of Class A preferred shares ¥1,000,000 per share
Total issue value
First issuance of Class A preferred shares ¥10,000,000,000 / Second issuance of Class A preferred shares Total amount paid in: up to ¥10,000,000,000
Amount of funds to be raised
First issuance of Class A preferred shares Total payment amount ¥10,000,000,000 / Estimated net proceeds Approximate net proceeds: ¥9,873,000,000 / Second issuance of Class A preferred shares Total payment amount Total amount paid in: up to ¥10,000,000,000 / Estimated net proceeds Approximate net proceeds: up to ¥9,965,000,000
Estimated issuance expenses
First issuance of Class A preferred shares Approximate issuance expenses: ¥127,000,000 / Second issuance of Class A preferred shares Approximate issuance expenses: up to ¥35,000,000
Specific use of funds
Growth investments, including expansion of the Company's own manufacturing lines and collaborationAmount Up to ¥20,000 million / Scheduled timing of expenditures August 2026 to March 2028
Existing Shares and Increase
+25.00%Rate of increase
51,516,000 shares51,536,000Shares
Less than 25% (no dilution of common shareholders' voting rights will occur)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Terms of the stock acquisition rights
Exercise price
Not disclosed (these are not stock acquisition rights; they include shareholders' rights to request, and provisions for, the Company's acquisition of the shares for cash)
Exercise period
Not disclosed (these are not stock acquisition rights; unless an event lifting the exercise restriction occurs, DBJ's right to request acquisition for cash will be exercisable from 1 July 2036)
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
No specified period. Approval by the Company's Board of Directors is required for acquisition through transfer.
Conditions for lifting transfer restrictions
Approval by the Company's Board of Directors.
Offering structure
Major shareholders after the offering
Name Development Bank of Japan Inc. / Shareholding ratio 100.00% following the allotment of the first issuance of Class A preferred sharesName Development Bank of Japan Inc. / Shareholding ratio 100.00% following the allotment of the second issuance of Class A preferred shares
Intended allottee's holding policy
DBJ intends to subscribe for these preferred shares as a medium-term investment and, following acquisition, to hold them in accordance with the issuance terms and other applicable provisions. Any transfer requires the approval of the Company's Board of Directors.
Payment date
First issuance of Class A preferred shares 31 July 2026 / Second issuance of Class A preferred shares Any date from 1 August 2026 through 30 April 2027
Basis for determining the amount to be paid
The payment amount is based on a valuation report concerning fair value prepared by Plutus Consulting Co., Ltd., an independent third-party institution, using generally accepted pricing models that take into account preferred dividends, provisions for the Company's acquisition of the shares for cash and shareholders' rights to request such cash acquisition, and the Company's credit spread. The closing price and average share price used as benchmarks, as well as the discount and premium rates, were not disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholders' intentions are not required.
Impact on Business Performance
If any matter requiring disclosure arises regarding the impact of this transaction on the Company's financial results, the Company will promptly disclose it. The reduction in the amounts of capital and other capital components will have no impact on financial results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Class A preferred shares through a third-party allotment |
| Number of shares to be issued or disposed of | First issuance of Class A preferred shares 10,000 shares / Second issuance of Class A preferred shares Number of shares notified by the Company, up to 10,000 shares |
| Issue price and disposal price | First issuance of Class A preferred shares ¥1,000,000 per share / Second issuance of Class A preferred shares ¥1,000,000 per share |
| Total issue value | First issuance of Class A preferred shares ¥10,000,000,000 / Second issuance of Class A preferred shares Total amount paid in: up to ¥10,000,000,000 |
| Amount of funds to be raised | First issuance of Class A preferred shares Total payment amount ¥10,000,000,000 / Estimated net proceeds Approximate net proceeds: ¥9,873,000,000 / Second issuance of Class A preferred shares Total payment amount Total amount paid in: up to ¥10,000,000,000 / Estimated net proceeds Approximate net proceeds: up to ¥9,965,000,000 |
| Estimated issuance expenses | First issuance of Class A preferred shares Approximate issuance expenses: ¥127,000,000 / Second issuance of Class A preferred shares Approximate issuance expenses: up to ¥35,000,000 |
| Specific use of funds | Details Growth investments, including expansion of the Company's own manufacturing lines and collaboration / Amount Up to ¥20,000 million / Scheduled timing of expenditures August 2026 to March 2028 |
| Payment date | First issuance of Class A preferred shares 31 July 2026 / Second issuance of Class A preferred shares Any date from 1 August 2026 through 30 April 2027 |
| Intended allottee | Name Development Bank of Japan Inc. / Number of shares 10,000 Class A preferred shares for the first issuance; the number of shares notified for the second issuance, up to 10,000 shares |
| Intended allottee's holding policy | DBJ intends to subscribe for these preferred shares as a medium-term investment and, following acquisition, to hold them in accordance with the issuance terms and other applicable provisions. Any transfer requires the approval of the Company's Board of Directors. |
| Dilution Rate | Less than 25% (no dilution of common shareholders' voting rights will occur) |
| Total number of issued shares | 51,516,000 shares (common shares) → 51,536,000 shares (assuming the maximum issuance: 51,516,000 common shares plus 20,000 Class A preferred shares)（Approximately 0.04%） |
| Basis for determining the amount to be paid | The payment amount is based on a valuation report concerning fair value prepared by Plutus Consulting Co., Ltd., an independent third-party institution, using generally accepted pricing models that take into account preferred dividends, provisions for the Company's acquisition of the shares for cash and shareholders' rights to request such cash acquisition, and the Company's credit spread. The closing price and average share price used as benchmarks, as well as the discount and premium rates, were not disclosed. |
| Exercise price | Not disclosed (these are not stock acquisition rights; they include shareholders' rights to request, and provisions for, the Company's acquisition of the shares for cash) |
| Exercise period | Not disclosed (these are not stock acquisition rights; unless an event lifting the exercise restriction occurs, DBJ's right to request acquisition for cash will be exercisable from 1 July 2036) |
| Transfer restriction period | No specified period. Approval by the Company's Board of Directors is required for acquisition through transfer. |
| Conditions for lifting transfer restrictions | Approval by the Company's Board of Directors. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholders' intentions are not required. |
| Major shareholders after the offering | Name Development Bank of Japan Inc. / Shareholding ratio 100.00% following the allotment of the first issuance of Class A preferred shares, Name Development Bank of Japan Inc. / Shareholding ratio 100.00% following the allotment of the second issuance of Class A preferred shares |
| Impact on Business Performance | If any matter requiring disclosure arises regarding the impact of this transaction on the Company's financial results, the Company will promptly disclose it. The reduction in the amounts of capital and other capital components will have no impact on financial results. |
Items this document does not state (8)
Number of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing
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 funds will be used for growth investments, including expansion of the Company's own manufacturing lines and collaboration aimed at ensuring a stable supply of medicines whose patents have expired. In addition, using Class A preferred shares with no voting rights or conversion rights into common shares will enable the Company to raise equity-like funds while limiting dilution of common shareholders' voting rights and stabilizing its financial position.
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