Worth reading
50Recurring
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
100
% (percentage of interest acquired)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of an interest (making the company a sub-subsidiary)CounterpartyAenova Holding GmbH
Disclosing companyZERIA 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.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture of pharmaceuticals
Location Germany（Gronau）Share capital €5,000,000Date of incorporation 24 September 1996
Net Sales€41,062 thousand (fiscal year ended December 2025)
Net assets€12,420 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot disclosed
Impact on Business Performance
The Company is currently reviewing the impact of the acquisition on its consolidated results for the current fiscal year and subsequent fiscal years. The Company will promptly disclose any matters requiring disclosure.
Procedures and assumptions
Conditions Precedent to ExecutionFulfilment of general conditions precedent to closing, including obtaining approval from the relevant authorities
Management structure after acquisitionThe Company will welcome employees with many years of experience into the group. It will also strengthen manufacturing capacity and further improve quality and production efficiency through ongoing investment in HPW.
| Item | Details |
|---|---|
| Transaction name | Acquisition of an interest (making the company a sub-subsidiary) |
| Counterparty name | Aenova Holding GmbH |
| Name of the Subject Company | Haupt Pharma Wülfling GmbH |
| Business Description of the Subject Company | Manufacture of pharmaceuticals |
| Location of the Subject Company | Germany（Gronau） |
| Capital Stock of the Subject Company | €5,000,000 |
| Date of Establishment of the Subject Company | 24 September 1996 |
| Net Sales of the Subject Company | €41,062 thousand (fiscal year ended December 2025) |
| Net Assets of the Subject Company | €12,420 thousand (fiscal year ended December 2025) |
| Acquisition price | Not disclosed |
| Number of shares acquired | Number of shares: Not disclosed (percentage of interest acquired: 100%) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Impact on Business Performance | The Company is currently reviewing the impact of the acquisition on its consolidated results for the current fiscal year and subsequent fiscal years. The Company will promptly disclose any matters requiring disclosure. |
| Contract Date | 23 October 2026 (Swiss time) |
| Execution Date / Effective Date | From January 2027 onward (planned) |
| Conditions Precedent to Execution | Fulfilment of general conditions precedent to closing, including obtaining approval from the relevant authorities |
| Management structure after acquisition | The Company will welcome employees with many years of experience into the group. It will also strengthen manufacturing capacity and further improve quality and production efficiency through ongoing investment in HPW. |
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.The acquisition will bring in-house the manufacture of Asacol®, which has been handled by HPW, and strengthen the stable supply of the product by enabling the Company to manage manufacturing capacity, production planning and quality control directly and flexibly. Another reason is to bring HPW's expertise and experienced employees into the group to address future manufacturing needs and expand the product portfolio.
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