Worth reading
38Recurring
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Improvement
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Basic Agreement for the Acquisition of Luna RDCounterparty (target company)Luna RD Co., Ltd.
Disclosing companyNano Holdings,Inc.
Date of board resolution3 April 2026
Target company
Biotechnology venture specializing in LNP technology
Location Shimizu-ku, Shizuoka, Shizuoka PrefectureDate of incorporation 18 November 2021
Impact on Business Performance
The impact on our consolidated results for the fiscal year ending March 2027 is scheduled to be disclosed in the earnings outlook in the summary of financial results scheduled to be announced on 15 May 2026.
Procedures and assumptions
Conditions Precedent to ExecutionExecution of the definitive agreement and completion of the necessary procedures
Management structure after acquisitionFollowing execution of the definitive agreement and completion of the necessary procedures, Luna RD is scheduled to become a subsidiary of NANO MRNA. The trade name, representative, and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Basic Agreement for the Acquisition of Luna RD |
| Counterparty name | Luna RD Co., Ltd. |
| Name of the Subject Company | Luna RD Co., Ltd. |
| Business Description of the Subject Company | Biotechnology venture specializing in LNP technology |
| Location of the Subject Company | Shimizu-ku, Shizuoka, Shizuoka Prefecture |
| Date of Establishment of the Subject Company | 18 November 2021 |
| Impact on Business Performance | The impact on our consolidated results for the fiscal year ending March 2027 is scheduled to be disclosed in the earnings outlook in the summary of financial results scheduled to be announced on 15 May 2026. |
| Date of board resolution | 3 April 2026 |
| Conditions Precedent to Execution | Execution of the definitive agreement and completion of the necessary procedures |
| Management structure after acquisition | Following execution of the definitive agreement and completion of the necessary procedures, Luna RD is scheduled to become a subsidiary of NANO MRNA. The trade name, representative, and treatment of employees are not disclosed. |
Items this document does not state (22)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets 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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateExecution Date / Effective DateValuation 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.Luna RD possesses proprietary LNP technology that does not use PEG, as well as drug delivery system (DDS) technology essential for nucleic acid drugs. The Company stated that this technology may enable it to avoid royalty burdens associated with existing patents and reduce safety risks attributable to PEG, and that it plans to consolidate the technology within NANO MRNA's drug discovery platform.
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