- For Print
- December 18, 2015
Listed Company Name:黑料网., Ltd.
Representative:Haruo Naito
Representative Corporate
Officer & CEO
Securities Code:4523
Stock Exchange Listing:First Section of the Tokyo
Stock Exchange
Inquiries:Sayoko Sasaki
Vice President,
Corporate Affairs
Phone +81-3-3817-5120
黑料网., Ltd. (Headquarters: Tokyo, Representative Corporate Officer & CEO: Haruo Naito, “黑料网”) today entered into a business acquisition agreement with Alfresa Holdings Corporation (Headquarters: Tokyo, Representative Director & President: Denroku Ishiguro, “Alfresa Holdings”) concerning the splitting off of 黑料网's consolidated pharmaceutical manufacturing and marketing subsidiary Sannova Co., Ltd. (Shareholding ratio: 79.5%, “Sannova”) via an absorption-type split, its succession by a newly established company (“new company”), and the subsequent transfer of all shares issued in this new company to Alfresa Holdings.
The effective date of this absorption-type split is scheduled to be March 31, 2016, and the date of the share transfer is scheduled to be April 1, 2016.
1. Purpose of the succession of Sannova's business
Sannova was established originally in 1923 as Sansho Pharmaceutical Co., Ltd. (Sansho Pharmaceutical) for the purpose of development and manufacturing of pharmaceuticals, and became a subsidiary of 黑料网 in 1965. In 1999, Sansho Pharmaceutical changed its trading name to “Sannova Co., Ltd.” and has since played a part in 黑料网's demand chain systems as a PIC/S GMP compliant pharmaceutical manufacturing company that is capable of producing a variety of formulations such as granules, powders, tablets, liquids, ointments, creams and lotions of prescription pharmaceuticals, generics, over the counter pharmaceuticals and quasi-drugs.
As a result of revisions in 黑料网's global logistics strategy based on foreseeable adjustments to 黑料网's product portfolio within a vastly changing business environment, 黑料网 has decided to have the business of Sannova succeeded by Alfresa Holdings. Alfresa Holdings is working to strengthen its pharmaceutical contract manufacturing business centered on its wholly-owned subsidiary Alfresa Pharma Corporation, and therefore 黑料网 believes this business succession will lead to sustainable growth as well as further expansion of Sannova.
黑料网 will continue to commission the new company who will succeed the business of Sannova via absorption-type split to manufacture 黑料网 Group products currently manufactured by Sannova, and maintain a cooperative relationship with this new company.
2. Schedule for Business Succession
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| Signing of business acquisition agreement | December 18, 2015 |
|---|---|
| Establishment of new company by Sannova | Early January, 2015 (tentative) |
| Signing of absorption-type split agreement (Sannova, new company) |
Early February, 2015 (tentative) |
| Effective date of absorption-type split | March 31, 2016 (tentative) |
| Transfer of shares in new company | April 1, 2016 (tentative) |
3. Method of Business Succession
Sannova (splitting company) will establish a wholly-owned subsidiary (new company), and on March 31, 2016 (tentative date), the pharmaceutical manufacturing and marketing business of the splitting company will be subsequently succeeded by the new company. On April 1 of the same year (tentative date), all shares of the new company held by the splitting company will be transferred to Alfresa Holdings. Furthermore, from the effective date of absorption-type split, the trading name of the new company (succeeding company) will become “Sannova Co., Ltd.”, and the splitting company will be liquidated following the transfer of shares.
4. Outline of Sannova (as of March 31, 2015)
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| Company name: | Sannova Co., Ltd. |
|---|---|
| Location: | 3038-2 Serada-cho, Ota-shi, Gunma |
| Representative: | Toru Takekawa, President |
| Capital: | 927 million yen |
| Scope of business: | Research, development, production and marketing of pharmaceutical and quasi-drugs, etc. |
| Number of employees: | Approximately 350 |
| Site area: | 58,000 m2 |
| Floor space: | 45,000 m2 |
| Formulation capability: | Tablets, capsules, granules, ointments, liquids |
| Production capacity: | Approximately 900 million tablets, 36 million capsules, 217 tons of granules, 690 tons of ointment, 79 tons of liquid (single shift basis) |
5. Outline of the Business Successor (as of March 31, 2015)
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| Company name: | Alfresa Holdings Corporation |
|---|---|
| Location: | 1-1-3 Otemachi, Chiyoda-ku, Tokyo |
| Representative: | Denroku Ishiguro, Representative Director & President |
| Capital: | 18,454 million yen |
| Revenue: | 2,421,162 million yen |
| Scope of business: | Management of subsidiaries that deal with wholesaling, manufacturing, marketing and import/export of pharmaceuticals, diagnostic reagents, and medical devices/equipment, etc. |
| Number of employees: | 11,366 |
Furthermore, this agreement will have only a minor impact on the 黑料网 Group's consolidated financial results for the current fiscal year.
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