Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
TransactionCounterpartyMeiji Seika Pharma Co., Ltd., Development Bank of Japan Inc., KYORIN Pharmaceutical Co.,Ltd.
Disclosing companyDaito 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.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture and sale of pharmaceuticals, among other activities. The business to be transferred in this transaction is the business of the target company, including the business related to the target factory but excluding the AG business.
Location Kanazawa, Ishikawa PrefectureShare capital ¥100 millionDate of incorporation 15 October 1947
Consideration and expenses
Funding arrangementsDBJ will use the Supply Chain Resilience and Infrastructure Advancement Fund to provide risk capital to 株式会社医薬品共創機構 and invest through the subscription of preferred shares. Details of the funds to be used by Daito and Meiji Seika Pharma are Not disclosed.
Impact on Business Performance
The impact of this transaction on the Company’s consolidated results for the current fiscal year will be minor, and no revision to the consolidated earnings forecast for the current fiscal year will be made in connection with this transaction. The impact on medium- to long-term results will be disclosed separately.
Procedures and assumptions
Conditions Precedent to ExecutionThe share transfer will be completed after the preliminary transaction is carried out. 株式会社医薬品共創機構 is expected to assume the buyer’s position under the share transfer agreement promptly after its establishment.
Management structure after acquisitionThe representative director of 株式会社医薬品共創機構 is expected to be Tsuji Kazumi (辻和美). The ownership interests will be Daito 49.1%, Meiji Seika Pharma 36.0% and DBJ 14.9%. 株式会社医薬品共創機構 will be operated as an integrated entity with the functions of the joint venture parties and will assume the human capital of the target business.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | Meiji Seika Pharma Co., Ltd., Development Bank of Japan Inc., KYORIN Pharmaceutical Co.,Ltd. |
| 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, among other activities. The business to be transferred in this transaction is the business of the target company, including the business related to the target factory but excluding the AG business. |
| 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 |
| Number of shares acquired | All issued shares of the target company following completion of the preliminary transaction (number of shares undetermined), representing 100.0% of voting rights |
| Voting rights ownership percentage | Before KYORIN Pharmaceutical Co.,Ltd.: 100.0% → after 株式会社医薬品共創機構: 100.0% |
| Funding arrangements | DBJ will use the Supply Chain Resilience and Infrastructure Advancement Fund to provide risk capital to 株式会社医薬品共創機構 and invest through the subscription of preferred shares. Details of the funds to be used by Daito and Meiji Seika Pharma are Not disclosed. |
| Impact on Business Performance | The impact of this transaction on the Company’s consolidated results for the current fiscal year will be minor, and no revision to the consolidated earnings forecast for the current fiscal year will be made in connection with this transaction. The impact on medium- to long-term results will be disclosed separately. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 30 September 2026 |
| Execution Date / Effective Date | Effective date of the preliminary transaction: 31 March 2027 (予定); completion date of the share transfer: 1 April 2027 (予定) |
| Conditions Precedent to Execution | The share transfer will be completed after the preliminary transaction is carried out. 株式会社医薬品共創機構 is expected to assume the buyer’s position under the share transfer agreement promptly after its establishment. |
| Management structure after acquisition | The representative director of 株式会社医薬品共創機構 is expected to be Tsuji Kazumi (辻和美). The ownership interests will be Daito 49.1%, Meiji Seika Pharma 36.0% and DBJ 14.9%. 株式会社医薬品共創機構 will be operated as an integrated entity with the functions of the joint venture parties and will assume the human capital of the target business. |
Items this document does not state (16)
Net 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 periodGoodwill amountAmount of extraordinary income (loss)Valuation 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.To address supply uncertainties in the generic drug industry and structural inefficiencies arising from the production of many products in small volumes. The parties aim to establish a sustainable business foundation and a system for the stable supply of high-quality, low-cost pharmaceuticals by consolidating manufacturing facilities, integrating products, standardizing quality assurance, improving the efficiency of research and development, and securing stable supplies of active pharmaceutical ingredients.
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