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M&A and Subsidiary Changes4578Otsuka Holdings Co.,Ltd.Pharmaceuticals

Notice Regarding a Change in a Specified Subsidiary

OPFA, a U.S. subsidiary of 大塚製薬工場, will increase the capital of its wholly owned subsidiary OCNA by USD 130 million. Following the capital increase, OCNA's capital will be USD 130 million, making OCNA a specified subsidiary.

Worth reading
26Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
130
USD million
Wording
Conditional
How definitive the wording is.

This transaction

This capital increase
CounterpartyOtsuka Pharmaceutical Factory America, Inc.
Disclosing companyOtsuka Holdings Co.,Ltd.
Otsuka Clinical Nutrition America LLCSubject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture of pharmaceuticals, primarily infusion products, and medical devices

Location Austin, Texas, United StatesShare capital Before capital increase: USD 0; after capital increase: USD 130 million (including capital surplus)Date of incorporation 5 February 2026
Consideration and expenses
Acquisition priceUSD 130 million (capital increase amount)
Impact on Business Performance

This transaction will have no impact on the Company's consolidated earnings forecast.

This transaction
ItemDetails
Transaction nameThis capital increase
Counterparty nameOtsuka Pharmaceutical Factory America, Inc.
Name of the Subject CompanyOtsuka Clinical Nutrition America LLC
Business Description of the Subject CompanyManufacture of pharmaceuticals, primarily infusion products, and medical devices
Location of the Subject CompanyAustin, Texas, United States
Capital Stock of the Subject CompanyBefore capital increase: USD 0; after capital increase: USD 130 million (including capital surplus)
Date of Establishment of the Subject Company5 February 2026
Acquisition priceUSD 130 million (capital increase amount)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThis transaction will have no impact on the Company's consolidated earnings forecast.
Date of board resolution7 May 2026
Execution Date / Effective DateJune 2026 (planned)
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 capital increase in OCNA, a subsidiary of OPFA, is intended to strengthen the business base and expand the business in the United States.

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Notice Regarding a Change in a Specified Subsidiary | Otsuka Holdings Co.,Ltd. (4578) timely disclosure | Komori