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April 26, 2007
OSAKA, JAPAN, April 26, 2007 --- Takeda Pharmaceutical Company Limited ("Takeda") today announced that Takeda and its wholly owned subsidiary, Takeda Pharmaceutical Real Estate Company Ltd. ("Takeda Estate") approved at their respective Board of Directors' Meetings the demerger transferring Takeda's business of leasing of office building to Takeda Estate.
1. Objective
This demerger is to establish further business efficiency of the real estate business within Takeda Group.
| April 26, 2007 | : | Board of Directors' Meetings of Takeda and Takeda Estate |
| April 26, 2007 | : | Execution of the demerger agreement |
| July 1, 2007 | : | Scheduled date of demerger |
(Note: Pursuant to the provisions of Article 784-3 of the Corporate Law of Japan, Takeda is not required to obtain the approval of its shareholders' meeting.)
Takeda will conduct a corporate demerger in order for Takeda Eststate to succeed its business of leasing of office building
Upon this demerger, all the shares issued by Takeda Estate will be allocated to Takeda and there will be no cash payment
There will be no decrease in paid-in capital of Takeda.
Upon scheduled demerger, Takeda Estate will succeed from Takeda all the assets and liabilities necessary for conducting the relevant business, and other rights and obligations with regard to the above.
It is assessed that there will be no uncertainty in fulfillment of obligations upon demerger at the both Takeda and Takeda Estate.
| (as of March 31, 2006) | (as of April 26, 2007) | |
| (1)Business Name | Takeda Pharmaceutical Company Limited (demerged company) (Note 1) |
Takeda Pharmaceutical Real Estate Company, Ltd. (succeeding company) |
| (2)Description of Business | Manufacture and sales of pharmaceuticals | Lease, sales and purchase of land and buildings |
| (3)Date of Incorporation | January 29, 1925 | June 26, 2007 |
| (4)Address of Head Office | 1-1, Doshomachi 4-chome, Chuo-ku, Osaka | 1-7, Nihonbashi honcho 2-chome, Chuo-ku, Tokyo |
| (5)Company Representative | Yasuchika Hasegawa, President | Kazuomi Suzuki, President |
| (6)Paid-in capital | 63,541 million yen | 100 million yen |
| (7)Number of issued shares | 889,272,395 | 10,000 |
| (8)Shareholders' Equity | 2,348,429 million yen | (Note 2) |
| (9)Total Assets | 3,042,294 million yen | (Note 2) |
| (10)Fiscal Year End | March 31 | March 31 |
| (11)Number of Employees | 15,069 | 29 |
| (12)Main shareholders and their shareholding Ratio | Nippon Life Insurance Company: 6.34% Japan Trustee Services Bank, Ltd. (Trust account): 5.93% |
Takeda Pharmaceutical Company Limited:100.00% |
| The Master Trust Bank of Japan, Ltd. (Trust account): 4.43% | ||
| 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 | (Note 2) |
| Net Sales: 1,212,207 million yen |
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| Net Income: 313,249 million yen |
(Note 1): Financial figures of Takeda are consolidated basis.
(Note 2): On April 1, 2007, Takeda's former wholly owned subsidiaries which were;
Daiwa Estate Company, Ltd., Shinwa Estate Company, Ltd. and Takeda Pharmaceutical Real Estate Company, Ltd. merged, and the succeeding company (Daiwa Estate Company, Ltd.) changed its business name to Takeda Pharmaceutical Real Estate Company, Ltd., as announced on January 31, 2007. Therefore, Takeda Estate, succeeding company of this demerger, has not yet finished its first fiscal year after the merger
mentioned above.
Leasing of the three office buildings:
TS Tower (Higashi Shinagawa 4-chome, Shinagawa-ku, Tokyo)
IT Building (Muromachi 3-chome, Chuo-ku, Tokyo)
TNK Building (Doshomachi 1-chome, Chuo-ku, Osaka)
Net sales of fiscal year ending March 2006: 1,796 million yen
| Current assets | : | 0 million yen |
| Fixed assets | : | 22,865 million yen |
| Current liabilities | : | 0 million yen |
| Long-term liabilities | : | 6,324 million yen |
There will be no change in business name, description of business, address business, address of head office, company representative, paid-in capital, fiscal year end.
Immaterial impact will be incurred from this demerger paid-in capital, because Takeda Estate is a wholly owned subsidiary ofTakeda.
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