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Jan. 21, 2010Print(PDF/89KB)Related 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
Shareholding Ratio
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 EndedMarch 31, 2007March 31, 2008March 31, 2009
Net Assets 306,012 318,277 324,495
Total Assets 382,535 399,790 391,294
Net Assets per Share (yen) 767.52 800.63 816.49
Net Sales 261,213 263,992 264,037
Operating Profit 45,554 39,813 31,166
Recurring Profit 43,181 37,657 31,395
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)

March 31,2009
The Division to be Split Off
(a)
March 31,2009
The Company
(unconsolidated basis)
(b)
Ratio (a/b)
Net Sales 29,648 248,433 11.9%
  • (3) Items and Amounts of Assets and Liabilities to be Split Off (as of September 30, 2009)

(Unit: million yen)

AssetsLiabilities
ItemBook valueItemBook value
Current assets 5,251 Current liabilities 21
Fixed assets 141 Fixed liabilities 503
Total 5,393 Total 525

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.
  • (2)Outlook
    No major impact is expected on the Company's consolidated operating results.