Komori
M&A and Subsidiary Changes4569KYORIN Pharmaceutical Co.,Ltd.Pharmaceuticals

Notice Regarding the Basic Agreement Toward the Succession of the Generic Drug Business

The Kyorin Pharmaceutical Group has entered into a basic agreement to transfer the generic drug business operated by its consolidated subsidiary, together with the related Takaoka and Inami plants, to a new company expected to be jointly funded by Daito Pharmaceutical Co.,Ltd. and other investors. The definitive agreement and business transfer are expected to take place following further discussions and procedures.

Worth reading
40Recurring
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
34285
¥ million (sales of the subject company for the fiscal year ended March 2025)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Name of transaction
CounterpartyPharmaceutical Co-Creation Organization Co., Ltd. (provisional), Daito Pharmaceutical Co.,Ltd., 2 joint investors other than Daito (names not disclosed)
Disclosing companyKYORIN Pharmaceutical Co.,Ltd.
キョーリン リメディオ株式会社Subject of this transactionVoting rights ownership percentage Before 100.0% (the Company's pre-transaction ownership interest in the subject company) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of pharmaceuticals, etc.

Location Kanazawa, Ishikawa PrefectureShare capital ¥100 millionDate of incorporation 15 October 1947
Net Sales¥34,285 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet loss of ¥519 million (fiscal year ended March 2025)
Net assets¥5,490 million (fiscal year ended March 2025)
Impact on Business Performance

The impact of the transfer on the Group's consolidated results is currently under review. The Company will make a timely disclosure if any matter requiring disclosure arises.

Procedures and assumptions
Management structure after acquisitionThe basic policy is to achieve a smooth business transfer while maintaining the employment and working conditions of employees in the subject business and the stable supply of generic drugs. The corporate name, representative and other aspects of the management structure are not disclosed.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty namePharmaceutical Co-Creation Organization Co., Ltd. (provisional), Daito Pharmaceutical Co.,Ltd., 2 joint investors other than Daito (names not disclosed)
Name of the Subject Companyキョーリン リメディオ株式会社
Business Description of the Subject CompanyManufacture and sale of pharmaceuticals, etc.
Location of the Subject CompanyKanazawa, Ishikawa Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company15 October 1947
Net Sales of the Subject Company¥34,285 million (fiscal year ended March 2025)
Net Income of the Subject CompanyNet loss of ¥519 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥5,490 million (fiscal year ended March 2025)
Voting rights ownership percentageBefore 100.0% (the Company's pre-transaction ownership interest in the subject company) (after not disclosed)
Impact on Business PerformanceThe impact of the transfer on the Group's consolidated results is currently under review. The Company will make a timely disclosure if any matter requiring disclosure arises.
Contract Date24 April 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Management structure after acquisitionThe basic policy is to achieve a smooth business transfer while maintaining the employment and working conditions of employees in the subject business and the stable supply of generic drugs. The corporate name, representative and other aspects of the management structure are not disclosed.
Items this document does not state (17)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

The company states that it determined that transferring the subject business to the Pharmaceutical Co-Creation Organization would be the best course of action in order to achieve both sustainable growth for the Group by concentrating management resources on the new drug business and contributing to a stable supply of generic drugs. It also aims to ensure a smooth business transfer while maintaining the employment and working conditions of employees and the stable supply of generic drugs.

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 the Basic Agreement Toward the Succession of the Generic Drug Business | KYORIN Pharmaceutical Co.,Ltd. (4569) timely disclosure | Komori