Worth reading
37Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
100
¥ million (amount of liabilities to be transferred)Wording
Conditional
How definitive the wording is.This transaction
Company split (simplified absorption-type company split)CounterpartySawai Pharmaceutical Co., Ltd.
Disclosing companySAWAI GROUP HOLDINGS Co.,Ltd.
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
NASH app business
Consideration and expenses
Acquisition priceNo consideration paid (no share allotment or other consideration paid)
Type of ConsiderationNo consideration
Funding arrangementsnot disclosed (no consideration will be delivered)
Impact on Business Performance
The impact of this company split on the Company's consolidated results is immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs the transaction constitutes a simplified absorption-type company split under Article 784, paragraph 2 of the Companies Act for our company and an abbreviated absorption-type company split under Article 796, paragraph 1 of the Companies Act for Sawai Pharmaceutical, it will be carried out without holding shareholders meetings to obtain approval.
Management structure after acquisitionThere will be no changes to our name, address, titles and names of representatives, business activities, stated capital or fiscal year-end after this company split. No changes to the successor company's post-transaction management structure are stated.
| Item | Details |
|---|---|
| Transaction name | Company split (simplified absorption-type company split) |
| Counterparty name | Sawai Pharmaceutical Co., Ltd. |
| Business Description of the Subject Company | NASH app business |
| Acquisition price | No consideration paid (no share allotment or other consideration paid) |
| Type of Consideration | No consideration |
| Voting rights ownership percentage | Before 100% (our shareholding ratio in the successor company as of 25 June 2026) (after not disclosed) |
| Funding arrangements | not disclosed (no consideration will be delivered) |
| Impact on Business Performance | The impact of this company split on the Company's consolidated results is immaterial. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 26 June 2026 (予定) |
| Execution Date / Effective Date | 1 September 2026 (planned) |
| Conditions Precedent to Execution | As the transaction constitutes a simplified absorption-type company split under Article 784, paragraph 2 of the Companies Act for our company and an abbreviated absorption-type company split under Article 796, paragraph 1 of the Companies Act for Sawai Pharmaceutical, it will be carried out without holding shareholders meetings to obtain approval. |
| Management structure after acquisition | There will be no changes to our name, address, titles and names of representatives, business activities, stated capital or fiscal year-end after this company split. No changes to the successor company's post-transaction management structure are stated. |
Items this document does not state (19)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger 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 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 transfer the NASH app business to Sawai Pharmaceutical, our core subsidiary, and accelerate its commercialization under an efficient operating structure. We also aim to achieve sustainable growth in corporate value as a comprehensive healthcare company.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.