Worth reading
54Recurring
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
22602
Shares acquiredWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares, making the company a wholly owned subsidiary, and transfer of manufacturing and marketing approvalsCounterpartyTanabe Pharma Corporation
Disclosing companyTOWA PHARMACEUTICAL CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture, sale, import and export of pharmaceuticals
Location Chuo-ku, OsakaShare capital ¥100 millionDate of incorporation October 2008
Net Sales¥15,784 million (fiscal year ending March 2026)
Operating profit¥1,144 million (fiscal year ending March 2026)
Net income for the current fiscal year¥545 million (fiscal year ending March 2026)
Net assets¥31,658 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceShare acquisition: Not disclosed pursuant to an agreement between the parties; negative goodwill is expected to arise. Transfer of manufacturing and marketing approvals: Not disclosed pursuant to an agreement between the parties.
Goodwill amountNegative goodwill is expected to arise. The amount of goodwill will be disclosed once the details have been finalized. The amortization period is Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
Negative goodwill is expected to arise as a result of this transaction. The amount of goodwill and the impact on the Company's consolidated earnings forecast for the fiscal year ending March 2027 will be promptly disclosed once the details have been finalized.
Procedures and assumptions
Conditions Precedent to ExecutionObtaining competition law clearance
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares, making the company a wholly owned subsidiary, and transfer of manufacturing and marketing approvals |
| Counterparty name | Tanabe Pharma Corporation |
| Name of the Subject Company | 田辺ファーマファクトリー株式会社 |
| Business Description of the Subject Company | Manufacture, sale, import and export of pharmaceuticals |
| Location of the Subject Company | Chuo-ku, Osaka |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | October 2008 |
| Net Sales of the Subject Company | ¥15,784 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥1,144 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥545 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥31,658 million (fiscal year ending March 2026) |
| Acquisition price | Share acquisition: Not disclosed pursuant to an agreement between the parties; negative goodwill is expected to arise. Transfer of manufacturing and marketing approvals: Not disclosed pursuant to an agreement between the parties. |
| Number of shares acquired | 22,602 shares (number of voting rights: 22,602) |
| Voting rights ownership percentage | Before －％ → after 100％ |
| Goodwill amount | Negative goodwill is expected to arise. The amount of goodwill will be disclosed once the details have been finalized. The amortization period is Not disclosed. |
| Impact on Business Performance | Negative goodwill is expected to arise as a result of this transaction. The amount of goodwill and the impact on the Company's consolidated earnings forecast for the fiscal year ending March 2027 will be promptly disclosed once the details have been finalized. |
| Date of board resolution | 3 July 2026 |
| Contract Date | 3 July 2026 |
| Execution Date / Effective Date | Share transfer closing date: End of November 2026 (scheduled). Timing of the transfer of manufacturing and marketing approvals: On or after April 2027 (scheduled). |
| Conditions Precedent to Execution | Obtaining competition law clearance |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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 incorporate 田辺ファーマファクトリー株式会社's manufacturing and quality control systems and technical capabilities, thereby ensuring a stable supply of high-quality pharmaceuticals and strengthening domestic supply capacity. The transaction is also intended to expand the product portfolio, consolidate products, improve production efficiency, and transfer manufacturing technologies and know-how.
How to read this page
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