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M&A and Subsidiary Changes4577Daito Pharmaceutical Co.,Ltd.Pharmaceuticals

Execution of a Basic Agreement on the Transfer of Kyorin Pharmaceutical’s Generic Drug Business to a Joint Venture to Be Established by Daito and Two Other Companies

ダイト has entered into a basic agreement with KYORIN Pharmaceutical Co.,Ltd. to establish a jointly funded company with 2 other companies, with the new company expected to take over KYORIN Pharmaceutical Co.,Ltd.'s generic drug business and 2 manufacturing plants. Execution of the definitive agreement and completion of the succession are scheduled for a later date.

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34Immaterial
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Improvement
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This transaction

Succession of the business covered by this transaction
CounterpartyKYORIN Pharmaceutical Co.,Ltd., 2 other companies (names not disclosed)
Disclosing companyDaito Pharmaceutical Co.,Ltd.
キョーリン リメディオ株式会社Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
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)
Consideration and expenses
Funding arrangementsThe company is expected to be established through joint investment with 2 other companies, with ダイト as the largest investor without exceeding 50%; no specific source of funds for ダイト is disclosed.
Impact on Business Performance

The impact on consolidated results for the current fiscal year is not recognized at this time. The impact on results over the medium to long term will be disclosed again after execution of the definitive agreement.

Procedures and assumptions
Management structure after acquisitionThe policy is to pursue the integration of marketing authorizations and trade names with government support. The company states that it will pursue these efforts together with everyone engaged in the business covered by this transaction.
This transaction
ItemDetails
Transaction nameSuccession of the business covered by this transaction
Counterparty nameKYORIN Pharmaceutical Co.,Ltd., 2 other companies (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 percentageAfter Largest investor, with no more than 50% (percentage not disclosed) (before not disclosed)
Funding arrangementsThe company is expected to be established through joint investment with 2 other companies, with ダイト as the largest investor without exceeding 50%; no specific source of funds for ダイト is disclosed.
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year is not recognized at this time. The impact on results over the medium to long term will be disclosed again after execution of the definitive agreement.
Date of board resolution24 April 2026
Contract Date24 April 2026 (date of execution of the basic agreement)
Execution Date / Effective Date1 April 2027 (予定)
Management structure after acquisitionThe policy is to pursue the integration of marketing authorizations and trade names with government support. The company states that it will pursue these efforts together with everyone engaged in the business covered by this transaction.
Items this document does not state (15)
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 acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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 aim is to promptly resolve concerns over the supply of generic drugs and establish a sustainable business foundation and stable supply system. ダイト states that it will promote the initiatives set out in DTP2027, including improving the efficiency of its existing businesses and pursuing alliances to strengthen the stable supply system for generic drugs, thereby strengthening its business foundation as an R&D-focused CMO company.

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Execution of a Basic Agreement on the Transfer of Kyorin Pharmaceutical’s Generic Drug Business to a Joint Venture to Be Established by Daito and Two Other Companies | Daito Pharmaceutical Co.,Ltd. (4577) timely disclosure | Komori