Jan. 21, 2010Related Business
Company Split (Incorporation-type Company Split）of the Company's Animal Health Products business
The Board of Directors of Dainippon Sumitomo Pharma Co., Ltd. (the "Company") approved at its meeting held on January 21, 2010 a plan of the incorporation-type company split that is to transfer the Company's Animal Health Products business to DS Pharma Animal Health Co., Ltd. ("DS Pharma Animal Health") to be newly incorporated. Meanwhile, the principle of this company split matter was decided at the meeting of the Board of Directors held on November 27, 2009 and then announced publicly.
1. Purpose of the Company Split
Through the spin off of Animal Health Products business and the transition thereof to the stand-alone basis, while maintaining or rather reinforcing close relations with the Company's R&D sector, by which more latitude of the business management liberalization will be given, the management responsibility of this particular business will be further clarified and the decision-making process will be simplified for higher efficiency, aiming at further increase of profitability. The new company is intended to become a leading company specializing in animal health business, realizing managerial decision-making and business development systems more responsive to changes in customer, market and business environment based on a productive agile business management structure with cost-effective operations.
2. Outline of the Company Split
- (1) Schedule
January 21, 2010 Approval of the Company Split Plan by the board of directors July 1, 2010 (planned): Date of the Company Split (the effective date) July 1, 2010 (planned): Date of registration of the incorporation of the new company
This Company Split shall be implemented without obtaining the approval thereof by a resolution of a shareholders meeting, pursuant to the provision of Article 805 of the Companies Act of Japan.
- (2) Company Split Method
An incorporation-type company split (a simple company split), in which the Company shall be the splitting company and DS Pharma Animal Health shall be the succeeding company.
- (3) Share Allotments
All the common 2,000 shares to be issued by DS Pharma Animal Health upon the Company Split shall be allotted to the Company.
- (4) Treatment of Share Options, etc.
The Company has issued neither any share options nor bonds with share options.
- (5) Decrease in Capital, etc., Due to the Company Split
There will be no decrease in capital, etc. of the Company due to the Company Split.
- (6) Rights and Obligations to be Succeeded by the Succeeding Company
DS Pharma Animal Health shall succeed to the assets, liabilities, contracts (except for employment contracts) related to the Animal Health Products business of the Company and all other rights and obligations thereof to the extent specified by the Company Split Plan. As regards succession to the obligations, it will be carried out by an assumption of obligations without exempting the Company therefrom.
- (7) Prospect for Fulfillment of Obligations
The Company has concluded that there will be no problems regarding prospect for fulfillment of the obligations to be borne by the Company and the succeeding company after the Company Split.
3. Summary of the Company Involved in the Company Split (as of March 31, 2009)
|Splitting Company (as of March 31, 2009)||Succeeding company (plan as of July 1, 2010 )|
|(1) Name||Dainippon Sumitomo Pharma (Splitting Company)||DS Pharma Animal Health Co., Ltd.|
|(2) Head Office||6-8, Doshomachi 2-Chome, Chuo-ku, Osaka||5-51, Ebie 1-chome, Fukushima-ku, Osaka|
|(3) Representative||Masayo Tada, President and Chief Executive Officer||Satoshi Ijuin, President and Chief Executive Officer|
|(4) Business||Manufacture, sale/purchase, and import/export of pharmaceuticals, veterinary products, food additives, industrial chemicals, and other chemical products, etc.||Manufacture, processing, sale/purchase, and import/export of veterinary medicines, veterinary reagents, medical devices for animals, feedstuff, and feed additives|
|(5) Capital||22,400 million yen||100 million yen|
|(6) Established||May 14, 1897||July 1, 2010|
|(7) Outstanding Shares||397,900,154 shares||2,000 shares|
|(8) Fiscal Year-End||March 31||March 31|
|(9) Number of Employees||4,787 (consolidated )||91|
|(10) Major Clients||MEDIPAL HOLDINGS CORPORATION Alfresa Corporation||JAPELL Co., Ltd., MORIKUBO YAKUHIN, Asco Co., Ltd.|
|(11) Major Financing Banks||Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|Sumitomo Mitsui Banking Corporation|
|(12) Major Shareholders and
|Sumitomo Chemical Co., Ltd. 50.12%
Inabata & Co., Ltd. 6.86%
The Master Trust Bank of Japan, Ltd.(Trust Account) 4.17%
Nippon Life Insurance Company 2.65%
Japan Trustee Services Bank, Ltd (Trust account) 2.56%
|Dainippon Sumitomo Pharma 100%|
4. Operating Results for the Last Three (3) Years of the Company Involved in the Company Split (Consolidated Basis)
(Unit: million yen)
|Dainippon Sumitomo Pharma (Splitting Company)|
|Fiscal Years Ended||March 31, 2007||March 31, 2008||March 31, 2009|
|Net Assets per Share (yen)||767.52||800.63||816.49|
|Net Profit of the Current Fiscal Year||22,605||25,591||19,987|
|Net Profit of the Current Fiscal Year per Share (yen)||56.86||64.39||50.30|
|Dividends per Share (yen)||14.00||18.00||18.00|
5. Summary of the Business Division to be Split Off
- (1) Description of the Business of the Division to be Split Off
Sales, purchase, export and import of drugs for animal, feeds, feed additives and medical devices for animal
- (2) Operating Results of the Division to be Split Off
(Unit: million yen)
The Division to be Split Off
- (3) Items and Amounts of Assets and Liabilities to be Split Off (as of September 30, 2009)
(Unit: million yen)
|Item||Book value||Item||Book value|
|Current assets||5,251||Current liabilities||21|
|Fixed assets||141||Fixed liabilities||503|
6. Status of the Company after the Company Split
- (1) There will be no change to the company name, description of business, location of the head office, representative, capital, and fiscal year.
No major impact is expected on the Company's consolidated operating results.