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M&A and Subsidiary Changes4568DAIICHI SANKYO COMPANY,LIMITEDPharmaceuticals

Notice Regarding the Transfer of Shares in Daiichi Sankyo Healthcare (Change in Consolidated Subsidiary)

Daiichi Sankyo has entered into an agreement to sell all shares in its consolidated subsidiary Daiichi Sankyo Healthcare to Suntory Holdings in stages, reducing its ownership interest from 100% to 0% by June 2029. The transfer price is expected to be ¥246,500 million.

Worth reading
49Recurring
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
246500
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share transfer
CounterpartySuntory Holdings Limited
Disclosing companyDAIICHI SANKYO COMPANY,LIMITED
Daiichi Sankyo Healthcare Co., Ltd.Voting rights ownership percentageNumber of shares acquired 10,000 shares (10,000 voting rights)

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 and sale of pharmaceuticals, quasi-drugs, cosmetics, medical devices, food products, beverages and other products

Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 16 December 2005
Net SalesFiscal year ended March 2025: ¥76,049 million
Operating profitFiscal year ended March 2025: ¥12,922 million
Net income for the current fiscal yearFiscal year ended March 2025: ¥8,997 million
Net assetsFiscal year ended March 2025: ¥69,321 million
Consideration and expenses
Acquisition price¥246,500 million (expected transfer price)
Impact on Business Performance

The impact on the full-year consolidated earnings forecast for the fiscal year ending March 2027 is currently under review, and we will make a timely announcement once the details are finalized. In addition, revenue from the share transfer is expected to be recognized in the fiscal year ending March 2028, when our voting rights ownership ratio in DSHC will be 30%.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameSuntory Holdings Limited
Name of the Subject CompanyDaiichi Sankyo Healthcare Co., Ltd.
Business Description of the Subject CompanyManufacture and sale of pharmaceuticals, quasi-drugs, cosmetics, medical devices, food products, beverages and other products
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company16 December 2005
Net Sales of the Subject CompanyFiscal year ended March 2025: ¥76,049 million
Operating Profit of the Subject CompanyFiscal year ended March 2025: ¥12,922 million
Net Income of the Subject CompanyFiscal year ended March 2025: ¥8,997 million
Net Assets of the Subject CompanyFiscal year ended March 2025: ¥69,321 million
Acquisition price¥246,500 million (expected transfer price)
Number of shares acquired10,000 shares (10,000 voting rights)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on the full-year consolidated earnings forecast for the fiscal year ending March 2027 is currently under review, and we will make a timely announcement once the details are finalized. In addition, revenue from the share transfer is expected to be recognized in the fiscal year ending March 2028, when our voting rights ownership ratio in DSHC will be 30%.
Date of board resolution31 March 2026
Contract Date15 April 2026
Execution Date / Effective Date1 June 2026 (expected; 30% of the shares will be transferred, resulting in a 70% voting rights ownership ratio), 1 June 2027 (expected; shares will be transferred, resulting in a 30% voting rights ownership ratio), and 1 June 2029 (expected; all remaining shares held will be transferred)
Items this document does not state (14)
Expenses 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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

Daiichi Sankyo determined that advancing the growth of Daiichi Sankyo Healthcare by leveraging the strong business foundation Suntory Holdings has built in the beverage, food and health foods businesses is appropriate. Daiichi Sankyo also states that it will concentrate its management resources on its innovative pharmaceuticals business.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Transfer of Shares in Daiichi Sankyo Healthcare (Change in Consolidated Subsidiary) | DAIICHI SANKYO COMPANY,LIMITED (4568) timely disclosure | Komori