Release
2025/09/25
OSAKA, Japan, Sep 25, 2025 - Shionogi & Co., Ltd. (Head Office: Osaka, Japan; Chief Executive Officer: Isao Teshirogi, Ph.D.; hereafter "Shionogi") announced that as stated in the press release dated May 7, 2025, titled “Notice of the Execution of an Agreement for Company Split (Simplified Absorption-type Split) of the Pharmaceutical Business of Japan Tobacco Inc. and for Acquisition of Shares in Akros Pharma Inc. by Shionogi Inc. (to Make Akros Pharma Inc. a Sub-subsidiary of Shionogi & Co., Ltd.)” Shionogi has entered into an absorption-type company split agreement (hereinafter referred to as the “Absorption-Type Split Agreement”) with Japan Tobacco Inc. (Headquarters: Minato-ku, Tokyo; President: Masamichi Terabatake; hereinafter referred to as “Japan Tobacco”) to succeed the pharmaceutical business of Japan Tobacco (hereinafter referred to as the “JT Pharmaceutical Business”) through a simplified absorption-type split (hereinafter referred to as the “Absorption-Type Split”).
In connection with this, the schedule for the Absorption-Type Split has been partially finalized, and we hereby provide notice as follows. The item numbers and terminology used in this document are aligned with the aforementioned press release, and newly confirmed items are underlined.
II. Overview of the Absorption-Type Split
i. Summary of the Absorption-Type Split
(1) Date
(1) |
Date of Board Resolution for Agreement |
May 7, 2025 |
(2) |
Date of Agreement |
May 7, 2025 |
(3) |
Date of Board Resolution for Absorption-Type Split Agreement |
September 12, 2025 |
(4) |
Date of Absorption-Type Split Agreement |
September 25, 2025 |
(5) |
Effective Date of Absorption-Type Split |
December 25, 2025 |
(Note 1): The Absorption-Type Split falls under the simplified absorption-type split stipulated in Article 796,
Paragraph 2 of the Companies Act for the Company, and Article 784, Paragraph 2 of the Companies Act for
Japan Tobacco. Therefore, it will be carried out without the approval resolution of the shareholders'
meeting.
(Note 2): The schedule may be changed as necessary, considering the need for responses to approvals,
registrations, notifications, etc., from relevant authorities, circumstances, and other various factors.
For Further Information, Contact:
SHIONOGI Website Inquiry Form: https://www.shionogi.com/global/en/contact.html