Press Releases
May 11, 2006
Takeda Pharmaceutical Company Limited
Osaka, Japan, May 11, 2006 --- Takeda Pharmaceutical Company Limited ("Takeda") today announced that Takeda and its consolidated subsidiary, Daiwa Estate Company, Ltd. ("Daiwa") approved at their respective Board of Directors' Meetings the stock-for-stock exchange making Daiwa a wholly owned subsidiary of Takeda, and entered into the agreement for that purpose.
* Takeda has had 50% shares of Daiwa, and as a result of its conversion into a wholly owned subsidiary, Shinwa Estate Company, Ltd. ("Shinwa") which has been a 50-50 joint venture between Takeda and Daiwa also becomes Takeda's wholly owned subsidiary.
Additionally, the Board of Directors' Meeting of Takeda determined that each of Daiwa and Shinwa shall conduct a corporate demerger to divide each of them into two companies respectively, the one for the real estate business and the other for non real estate business, then such non real estate companies are merged by Takeda.
1. Objectives of this change of structure
The conversion of Daiwa and Shinwa into wholly owned subsidiaries of Takeda is expected to improve the expedition and flexibility of the management of both companies. While their non real estate businesses are absorbed into Takeda, the future merger of their real estate businesses with Takeda Pharmaceutical Real Estate Company, Ltd., which is a wholly owned subsidiary of Takeda, will be taken into consideration in order to establish further efficient business structure of the real estate business within Takeda group.
2. Outline of the stock-for-stock exchange
(1) Schedule
| May 11, 2006 | : | Execution of the stock-for-stock exchange agreement |
| May 30, 2006 (planned) | : | Shareholders' meeting of Daiwa to approve the above agreement |
| June 23, 2006 (planned) | : | Scheduled date of the stock-for-stock exchange |
(Note: Pursuant to the provisions of Article 796-3 of the Corporate Law of Japan, Takeda is not required to obtain the approval of its shareholders' meeting.)
(2) Ratio of stock-for-stock exchange
| Takeda | Daiwa | |
| Ratio of stock- for-stock exchange |
1 | 634 |
| Note 1. | Share allocation ratio: 634 shares of Takeda will be allocated and delivered in exchange for 1 share of Daiwa. |
| Note 2. | Basis of calculation of stock-for-stock exchange ratio: Takeda and Daiwa discussed and negotiated to agree to the above exchange ratio. Takeda has received from Nomura Securities Co., Ltd. a written opinion dated May 11, 2006 describing that the stock-for-stock exchange ratio is fair from a financial point of view to the holders of common stock of Takeda. |
| Note 3: | Number of shares allocated for stock-for-stock exchange: Instead of issuing new shares, Takeda willallocate 6,340,000 shares of Treasury stock (common stock). Treasury stock for this purpose will be purchased during the course of acquisition of the company's own shares mentioned in a separate press release dated May 11, 2006. |
| Note 4: | Cash distribution upon stock-for-stock exchange subsidy: There will be no cash distribution in relation to the stock-for-stock exchange. |
3. Outline of the Corporate Demerger and Merger
(1) Procedures
Each of Daiwa and Shinwa ("Current Daiwa" and "Current Shinwa", respectively) will conduct a corporate demerger in order for a new company ("New Daiwa" and "New Shinwa", respectively) to succeed its real estate business. Then, Current Daiwa and Current Shinwa will be merged with Takeda. The detailed procedures are as follows:
(a) New Daiwa and New Shinwa allocate all the newly issued shares to Current Daiwa and Current Shinwa respectively.
(b) All the real estate business of Current Daiwa and Current Shinwa will be transferred to New Daiwa and New Shinwa respectively.
(c) Current Daiwa and Current Shinwa will be merged with Takeda as merging corporation.
(2) Schedule
| May 11, 2006 | : | Board of Directors' meeting for approval of corporate demerger ,plans (Daiwa, Shinwa) |
| May 30, 2006 (planned) | : | Shareholders' meeting for approval of the corporate demerger plans (Daiwa, Shinwa) |
| June 26, 2006 (planned) | : | Scheduled corporate demerger date |
| June 27, 2006 (planned) | : | Resolution of the Board of Directors' meeting for merger (Takeda, Current Daiwa, Current Shinwa) |
| June 27, 2006 (planned) | : | Execution of the merger agreements |
| August 9, 2006 (planned) | : | Scheduled merger date (Takeda and Current Daiwa) |
| August 11, 2006 (planned) | : | Scheduled merger date (Takeda and Current Shinwa) |
4. Outline of companies as of March 31, 2006
| (1)Business Name | Takeda Pharmaceutical Company Limited | Daiwa Estate Company, Ltd. | Shinwa Estate Company, Ltd. |
| (2)Description of Business | Manufacture and sales of pharmaceuticals | Lease, sales and purchase of land and buildings | Lease of buildings |
| (3)Date of Incorporation | January 29,1925 | November 2,1957 | March 22,1961 |
| (4)Address of Head Office | 1-1, Doshomachi 4-chome, Chuo-ku, Osaka | 1-2, Doshomachi 3-chome, Chuo-ku, Osaka | 1-2, Doshomachi 3-chome, Chuo-ku, Osaka |
| (5)Company Representative | Yasuchika Hasegawa, President and COO | Yasuharu Sugie, President | Fumio Nishimura, President |
| (6)Paid-in capital | 63,541 million yen | 200 million yen | 35 million yen |
| (7)Number of issued shares | 889,272,395 | 20,000 | 350,000 |
| (8)Shareholders' Equity | 1,728,443 million yen | 17,093 million yen | 882 million yen |
| (9)Total Assets | 2,157,543 million yen | 19,845 million yen | 960 million yen |
| (10)Fiscal Year End | 31-Mar | 31-Mar | 31-Mar |
| (11)Number of Employees | 5,834 | 16 | 1 |
| (12)Main shareholders and their shareholding Ratio | Nippon Life Insurance Company: 6.34% | Takeda Pharmaceutical Company Limited:50.00% | Takeda Pharmaceutical Company Limited:50.00% |
| Japan Trustee Services Bank, Ltd. (Trust account): 5.93% | An individual:30.00% | An individual:50.00% | |
| The Master Trust Bank of Japan, Ltd. (Trust account): 4.43% | An individual:20.00% | ||
| State Street Trust & Banking Co., Ltd. 505103: 2.45% | |||
| The Chase Manhattan Bank, N.A. London: 2.40% | |||
| (13)Net Sales and Net Income of the latest fiscal year | Fiscal year ending March 31, 2006 | Fiscal year ending March 31, 2006 | Fiscal year ending March 31, 2006 |
| Net Sales: | Net Sales: | Net Sales: | |
| 840,230 million yen | 3,849 million yen | 138 million yen | |
| Net Income: | Net Income: | Net Income: | |
| 249,361 million yen | 1,465 million yen | 63 million yen |
5. Impact on the consolidated financial results of Takeda
Immaterial impact will be incurred from these stock-for-stock exchange, corporate demerger and merger because both Daiwa and Shinwa are consolidated subsidiaries of Takeda.
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