I. Purpose of the Absorption-Type Split and Share Acquisition (hereinafter referred to as the "Transaction")
On the other hand, JT Pharmaceutical Business has been engaged in research and development of prescription drugs since entering the business in 1987, aiming to create first-in-class small molecule drugs through stable research and development investment. Currently, under the business purpose of "valuing science, technology, and human resources and contributing to patients' health," Japan Tobacco conducts research and development, while Torii Pharmaceutical handles manufacturing, sales, and promotion activities, building an integrated value chain and maximizing synergies within the group. JT Pharmaceutical Business focuses on three priority research and development areas: cardiovascular, renal, and muscle, "immunology and inflammation, and central nervous system, with strengths in rapid clinical development through specialization on research and development in the small molecule drug discovery and collaboration between domestic and international research and development bases. To deliver new drugs created in-house to patients as early as possible, JT Pharmaceutical Business actively engages in out-licensing and partnerships with global mega-pharma companies, in addition to promoting in-house development.
Shionogi has been considering collaboration with JT Pharmaceutical Business and Torii Pharmaceutical to realize the Vision of "Creating the Future of Healthcare with a New Platform" in STS2030 Revision. As a result of these considerations, the Company concluded that by adding the capabilities of JT Pharmaceutical Business, which has strengths in small molecule drug discovery and development, it would be possible to accelerate the advancement of promising pipeline projects and increase the responsiveness and efficiency of business operations through collaboration with the Company's pharmaceutical manufacturing functions. The Company proposed to Japan Tobacco the acquisition of JT Pharmaceutical Business and the full ownership of Torii Pharmaceutical, and after subsequent discussions, reached the Agreement. The Company believes that the Transaction will create a leading company that delivers innovative pharmaceuticals from Japan to the world, contributing to the health of patients and people worldwide, and contributing to the realization of a sustainable and healthy society. The Company also believes that the Transaction will provide opportunities for the employees of JT Pharmaceutical Business (including group companies) to continue to thrive with peace of mind.
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, 2025 (planned) |
(4) | Date of Absorption-Type Split Agreement | September, 2025 (planned) |
(5) | Effective Date of Absorption-Type Split | December, 2025 (planned) |
(2) Method of Absorption-Type Split
(3) Allocation of Consideration
(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights
(5) Increase or Decrease in Capital Due to Absorption-Type Split
(6) Rights and Obligations to be Succeeded
(7) Prospects for Debt Performance
ii. Allocation of Consideration and Basis for the Absorption-Type Split
(1) Basis and Reason for Allocation of Consideration
(2) Matters Related to Calculation
(3) Prospect of Delisting and Its Reason
(4) Measures to Ensure Fairness
(5) Measures to Avoid Conflicts of Interest
iii. Overview of the Parties Involved in the Absorption-Type Split
Absorbed Split Successor Company | Absorbed Split Company | ||||||||
(1) | Name of Company | Shionogi & Co., Ltd. | Japan Tobacco Inc. | ||||||
(2) | Location | 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | 1-1, Toranomon 4-chome, Minato-ku, Tokyo | ||||||
(3) | Job Title and Name of Representative | Isao Teshirogi, Ph.D., Representative Director, President and CEO | Masamichi Terabatake, President, Chief Executive Officer and Representative Director | ||||||
(4) | Business Description | Research, development, manufacturing and distribution of pharmaceuticals, diagnostic reagents and medical devices, etc. | Manufacture, sale, and import etc., of manufactured tobacco | ||||||
(5) | Paid-in Capital | ¥21,279 million (as of December 31, 2024) |
¥100,000 million (as of December 31, 2024) |
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(6) | Incorporated | June 5, 1919 | April 1, 1985 | ||||||
(7) | Number of Shares Issued | 889,632,195 shares | 2,000,000,000 shares | ||||||
(8) | Fiscal Year-End | May 31 | December 31 | ||||||
(9) | Number of Employees | Consolidated : 4,959 (as of May 31, 2024) |
Consolidated: 53,593 (as of December 31, 2024) |
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(10) | Major Clients | ViiV Healthcare Ltd., Suzuken Co.,Ltd. | Nationwide tobacco retail outlets | ||||||
(11) | Major Banks | Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., MUFG Bank, Ltd. | — | ||||||
(12) | Major shareholders and shareholding ratios (the Company: as of September 30, 2024) (Japan Tobacco Inc.: as of December 31, 2024) | Japan Master Trust Bank, Ltd. (Trust Account) | 18.55% | Minister of Finance | 37.56% | ||||
Custody Bank of Japan, Ltd. (Trust Account) | 8.50% | Japan Master Trust Bank, Ltd. (Trust Account) | 10.24% | ||||||
Sumitomo Life Insurance Company | 6.49% | Custody Bank of Japan, Ltd. (Trust Account) | 3.56% | ||||||
SMBC Trust Bank Ltd. (Sumitomo Mitsui Banking Corporation Retirement Benefit Trust Account) | 3.30% | SMBC Nikko Securities Inc. | 1.85% | ||||||
Nippon Life Insurance Company | 2.93% | STATE STREET BANK WEST CLIENT - TREATY 505234(Standing Proxy: Settlement Sales Department, Mizuho Bank, Ltd) | 1.45% | ||||||
(13) | Relationship between the parties concerned | ||||||||
Capital Relationship | None. | ||||||||
Personal Relationship | None. | ||||||||
Business Relationship | None. | ||||||||
Related Party Relationship | None. | ||||||||
(14) | Operating Results and Financial Position for the Last Three Years | ||||||||
Shionogi & Co., Ltd.(Consolidated) | Japan Tobacco Inc.(Consolidated) | ||||||||
Fiscal Year-end | Ending March 2022 | Ending March 2023 | Ending March 2024 | Ending March 2022 | Ending March 2023 | Ending March 2024 | |||
Total Capital | 993,285 | 1,121,878 | 1,252,562 | 3,616,761 | 3,912,491 | 3,848,727 | |||
Total Assets | 1,150,601 | 1,311,800 | 1,416,918 | 6,548,078 | 7,282,097 | 8,370,732 | |||
Equity Attributable to Owners of the Parent per Share (yen) | 3,236.21 | 3,737.76 | 4,356.65 | 1,994.78 | 2,157.46 | 2,121.33 | |||
Sales Revenue | 335,138 | 426,684 | 435,081 | 2,657,832 | 2,841,077 | 3,149,759 | |||
Operating Profit | 110,312 | 149,003 | 153,310 | 653,575 | 672,410 | 323,461 | |||
Net Income Attributable to Owners of the Parent Company | 114,185 | 184,965 | 162,030 | 442,716 | 482,288 | 179,240 | |||
Basic Earnings per Share (yen) | 378.75 | 621.31 | 558.51 | 249.45 | 271.69 | 100.95 | |||
Dividend per Share (yen) | 115 | 135 | 160 | 188 | 194 | 194 |
iv. Overview of JT Pharmaceutical Business
(1) Content of JT Pharmaceutical Business
(2) Business Performance of JT Pharmaceutical Business
Fiscal year ended December 2024 | |
Net sales | ¥44,942 million |
(3) Items and Amounts of Assets and Liabilities of the JT Pharmaceutical Business to be Succeeded (as of December 31, 2024)
Assets | Liabilities | ||
field | book value | field | book value |
Current Assets | ¥8,588 million | Current Assets | ¥5,448 million |
Fixed Liabilities | ¥37,832 million | Fixed Liabilities | ¥9,875 million |
Total | ¥46,420 million | Total | ¥15,323 million |
v. Status After the Absorption-Type Split
(1) | Name of Company | Shionogi & Co., Ltd. | Japan Tobacco Inc. |
(2) | Location | 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | 1-1, Toranomon 4-chome, Minato-ku, Tokyo |
(3) | Representative | Isao Teshirogi, Ph.D., Representative Director, President and CEO | Masamichi Terabatake, President, Chief Executive Officer and Representative Director |
(4) | Business Description | Research, development, manufacturing and distribution of pharmaceuticals, diagnostic reagents and medical devices, etc. | Manufacture, sale, import, etc., of manufactured tobacco |
(5) | Paid-in Capital | ¥21,279 million | ¥100,000 million |
(6) | Fiscal Year-End | March 31 | December 31 |
(7) | Net Assets | It is not confirmed at this time | It is not confirmed at this time |
(8) | Total Assets | It is not confirmed at this time | It is not confirmed at this time |
vi. Overview of Accounting Treatment
vii. Future Outlook
viii. Other Noteworthy Matters
III. Overview of this Stock Acquisition
i. Overview of Our U.S. Subsidiary (Shionogi Inc.) Acquiring the Shares
(1) | Name of Company | Shionogi Inc. |
(2) | Location | 400 Campus Drive, Florham Park, NJ 07932, USA |
(3) | Representative | President and Chief Executive Officer Nathan McCutcheon |
(4) | Business Description | Development, manufacturing, and sales of pharmaceuticals |
(5) | Paid-in Capital | 12 USD (as of March 31, 2024) |
(6) | Date of Founding | August 2008 |
(7) | Major Shareholders and Shareholding Ratios | Shionogi (100%) |
ii. Overview of the Subsidiary to be Acquired
(1) | Name of Company | Akros Pharma Inc. | |
(2) | Location | 302 Carnegie Center, Suite 300, Princeton, NJ 08540 | |
(3) | Job Title and Name of Representative | President&CEO Teppei Higuchi | |
(4) | Business Description | Clinical development, joint research, and exploration of new technology projects overseas | |
(5) | Paid-in Capital | 1,000 USD (as of December 31, 2024) | |
(6) | Date of Founding | January 1999 | |
(7) | Net Assets | 23,776 thousand USD (as of December 31, 2024) | |
(8) | Total Assets | 32,986 thousand USD (as of December 31, 2024) | |
(9) | Major Shareholders and Shareholding Ratios | JT AMERICA INC. (100%) ※ JT AMERICA INC. is a wholly owned subsidiary of Japan Tobacco Inc. | |
(10) | Relationship between Shionogi and said company | Capital Relationship | None. |
Personal Relationship | None. | ||
Transactional Relationship | None. | ||
Status as Related Party | None. |
iii. Overview of the Counterparty in the Stock Acquisition
(1) | Name of Company | JT AMERICA INC. | |
(2) | Location | 112 W. 34th Street, 18th Floors, New York, NY 10120 | |
(3) | Job Title and Name of Representative | President & CEO Toshimitsu Eguchi | |
(4) | Business Description | Holding company functions in the U.S. for non-tobacco and non-food businesses | |
(5) | Paid-in Capital | 51 thousand USD (as of December 31, 2024) | |
(6) | Date of Founding | May 1988 | |
(7) | Net Assets | 141,447 thousand USD (as of December 31, 2024) | |
(8) | Total Assets | 142,125 thousand USD (as of December 31, 2024) | |
(9) | Major Shareholders and Ownership Ratios | Japan Tobacco Inc.(100%) | |
(10) | Relationship between Shionogi and said company | Capital Relationship | None. |
Personal Relationship | None. | ||
Business Relationship | None. | ||
Related Party Relationship | None. |
iv. Number of Shares to be Acquired, Acquisition Price, and the Status of Shareholding Before and After the Acquisition
(1) | Number of Shares Owned Before the Change | 0 shares (Ownership Ratio: 0%) |
(2) | Acquisition Price | 23,775,674 USD (approximately 3,603 million yen) |
(3) | Number of Shares Owned After the Change | 1,000 shares (Ownership Ratio: 100%) |
v. Date
(1) | Date of Board Resolution for Share Acquisition | May 7, 2025 |
(2) | Date of Share Transfer Agreement | May 7, 2025 |
(3) | Date of Share Acquisition | November 30, 2025 (planned) |
vi. Future Outlook
Forward-Looking Statements
For Further Information, Contact:
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