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How definitive the wording is.This transaction
This Transaction (this absorption-type company split and this share transfer)Counterparty株式会社医薬品共創機構 (planned)
Disclosing companyKYORIN 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 and sale of pharmaceuticals, etc.
Location Kanazawa, Ishikawa PrefectureShare capital ¥100 millionDate of incorporation 15 October 1947
Net Sales¥35,675 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet loss of ¥676 million (fiscal year ending March 2026)
Net assets¥4,814 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot disclosed due to the confidentiality obligations between the parties.
Type of ConsiderationCash (the transfer price will not be disclosed due to confidentiality obligations between the parties)
Amount of extraordinary income (loss)A loss on the transfer of the business is expected to be recorded as an extraordinary loss in the consolidated accounting period for the second quarter (interim period) of the current fiscal year. The amount is currently under review.
Impact on Business Performance
The amount of the loss on the transfer of the business and its impact on consolidated results are currently under review. Any matter requiring disclosure will be disclosed promptly.
Procedures and assumptions
Management structure after acquisitionThe business subject to this transaction is expected to be operated under the Pharmaceutical Co-Creation Organization. Following the absorption-type company split, there will be no changes to the name, location, representative, business activities other than the business subject to the transaction, capital or fiscal year-end of キョーリン リメディオ or the Kyorin Pharmaceutical Group factories. The representative director of the Pharmaceutical Co-Creation Organization is expected to be Tsuji Kazumi (辻和美).
| Item | Details |
|---|---|
| Transaction name | This Transaction (this absorption-type company split and this share transfer) |
| Counterparty name | 株式会社医薬品共創機構 (planned) |
| Name of the Subject Company | キョーリン リメディオ株式会社 |
| Business Description of the Subject Company | Manufacture and sale of pharmaceuticals, etc. |
| Location of the Subject Company | Kanazawa, Ishikawa Prefecture |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 15 October 1947 |
| Net Sales of the Subject Company | ¥35,675 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | Net loss of ¥676 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥4,814 million (fiscal year ending March 2026) |
| Acquisition price | Not disclosed due to the confidentiality obligations between the parties. |
| Type of Consideration | Cash (the transfer price will not be disclosed due to confidentiality obligations between the parties) |
| Number of shares acquired | All issued shares (6,013,600 shares); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100.0％ → after 0％ |
| Amount of extraordinary income (loss) | A loss on the transfer of the business is expected to be recorded as an extraordinary loss in the consolidated accounting period for the second quarter (interim period) of the current fiscal year. The amount is currently under review. |
| Impact on Business Performance | The amount of the loss on the transfer of the business and its impact on consolidated results are currently under review. Any matter requiring disclosure will be disclosed promptly. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | The effective date of this absorption-type company split is 31 March 2027 (planned), and the execution date of this share transfer is 1 April 2027 (planned). |
| Management structure after acquisition | The business subject to this transaction is expected to be operated under the Pharmaceutical Co-Creation Organization. Following the absorption-type company split, there will be no changes to the name, location, representative, business activities other than the business subject to the transaction, capital or fiscal year-end of キョーリン リメディオ or the Kyorin Pharmaceutical Group factories. The representative director of the Pharmaceutical Co-Creation Organization is expected to be Tsuji Kazumi (辻和美). |
Items this document does not state (12)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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 transaction is intended to optimize the business portfolio and concentrate management resources on the new pharmaceuticals business. It is also intended to facilitate the succession of the business while maintaining the employment and working conditions of employees in the generic pharmaceuticals business and the stable supply of pharmaceuticals.
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