Worth reading
67In focus
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
300000
Euros (maximum consideration for exclusive negotiation rights)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This joint businessCounterpartyTME Pharma A.G.
Disclosing companyTMS Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Execution Date / Effective DateEstablishment of the new company: planned by the end of 2026. Date of license agreement: to be determined based on the future acquisition of external funding, negotiations on the agreement terms and other factors.
Consideration and expenses
Acquisition priceUp to €300,000 (consideration for exclusive negotiation rights)
Type of ConsiderationCash (up to €300,000)
Funding arrangementsThe new company plans to advance future clinical development by obtaining external funding; specific funding methods have not been determined.
Impact on Business Performance
The costs for the current fiscal year required for this matter are included in the projected range of operating expenses, and the impact on results for the fiscal year ending December 2026 is minor.
Procedures and assumptions
Conditions Precedent to ExecutionFuture discussions, acquisition of external funding, the status of funding and other conditions. Execution of the final license agreement is not guaranteed, and the agreement may not be concluded.
Management structure after acquisitionThe new company is scheduled to be established with 100% investment by the Company. Its name, location and the title and name of its representative have not been determined. TME's investment in the new company will be considered in the future and has not been decided at this time.
| Item | Details |
|---|---|
| Transaction name | This joint business |
| Counterparty name | TME Pharma A.G. |
| Acquisition price | Up to €300,000 (consideration for exclusive negotiation rights) |
| Type of Consideration | Cash (up to €300,000) |
| Funding arrangements | The new company plans to advance future clinical development by obtaining external funding; specific funding methods have not been determined. |
| Impact on Business Performance | The costs for the current fiscal year required for this matter are included in the projected range of operating expenses, and the impact on results for the fiscal year ending December 2026 is minor. |
| Date of board resolution | 30 September 2026 |
| Contract Date | 29 October 2026 |
| Execution Date / Effective Date | Establishment of the new company: planned by the end of 2026. Date of license agreement: to be determined based on the future acquisition of external funding, negotiations on the agreement terms and other factors. |
| Conditions Precedent to Execution | Future discussions, acquisition of external funding, the status of funding and other conditions. Execution of the final license agreement is not guaranteed, and the agreement may not be concluded. |
| Management structure after acquisition | The new company is scheduled to be established with 100% investment by the Company. Its name, location and the title and name of its representative have not been determined. TME's investment in the new company will be considered in the future and has not been decided at this time. |
Items this document does not state (21)
Name of the Subject CompanyBusiness Description 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 acquiredVoting rights ownership percentageGoodwill 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 advance drug development in disease areas with high unmet medical needs and create new business opportunities by leveraging the Company's expertise and network in drug development.
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.