Jan. 23, 2006
Sawai Pharmaceutical Co., Ltd.
Notice of third-party allocation of new shares in Medisa Shinyaku Inc., a subsidiary of Sawai Pharmaceutical, to be allocated to Sumitomo Group
The following is a notice of a basic agreement reached between Sawai Pharmaceutical Co., Ltd., Medisa Shinyaku Inc., Sumitomo Corporation and Summit Medi-Chem, Ltd. regarding the third-party allocation of new shares in Medisa Shinyaku Inc., which is a consolidated subsidiary of Sawai Pharmaceutical Co., Ltd., to be allocated to Sumitomo Corporation and Summit Medi-Chem, Ltd.
Since its foundation in 1985, as a 100% subsidiary of Sawai Pharmaceutical, Medisa Shinyaku has been involved in the development and manufacture of generic drugs and has sold generic drugs not only to Sawai Pharmaceutical, but new drug manufacturers also. Promoting the use of generic drugs to lower medical costs (which, in turn, lowers the portion to be paid by patients themselves) is consistent with the government's policy of restraining medical costs. Specifically, in the case of cancer patients who require long term treatment with expensive drugs leading to costly pharmaceutical burdens, there is strong demand for generic anti-cancer drugs, which lead to the decision by Medisa Shinyaku to newly commit to the development and provision of anti-cancer specific drugs. To achieve that, a tie-up with a company with an expansive network both in Japan and overseas was judged necessary in order to promote/accelerate candidate drug introduction and development, etc.
Sumitomo Corporation and their 100% subsidiary Summit Medi-Chem, which specializes in the pharmaceutical field, in addition to having deep relations with pharmaceutical companies both in Japan and overseas, possesses a large number of seeds in medical field, and have been actively approaching an advance into the pharmaceutical manufacturing business focusing on the generic anti-cancer drug business.
Through this investment in Medisa Shinyaku by Sumitomo Corporation and Summit Medi-Chem, Ltd. via a third-party allocation of new shares, we aim to expand the current business of Medisa Shinyaku and pave the way for a smooth start in the new generic anti-cancer drug development business.
2. Outline of third-party allocation of new shares in Medisa Shinyaku Inc.
|(1)||Shares to be issued||Common shares 3,230 shares|
|(2)||Total value of issue||1,227.4 million yen|
|(3)||Share payment date||January 31, 2006(Scheduled)|
|(4)||Shareholder composition after new share issue|
|Sawai Pharmaceutical Co., Ltd. approx. 65%
Sumitomo Corporation approx. 20%
Summit Medi-Chem, Ltd. approx. 15%
3. Outline of Medisa Shinyaku Inc. (current as of March 31, 2005)
|(1)||Trade Name||Medisa Shinyaku Inc.|
|(2)||Representative||President Takashi Iwasa|
|(3)||Headquarters||4-15-19 Nihonbashi Honcho, Chuo-ku, Tokyo|
|(4)||Main Business||Manufacture and sale of prescription drugs (generic drugs)
110 prescription drugs including digestive/cardiovascular organ related drugs
|(6)||Accounting period||March 31|
|(7)||No. of employees||90|
|(9)||Issued stock||6,000 shares|
|(10)||Shareholder||Sawai Pharmaceutical Co., Ltd. 100%|
4. Outline of Summit Medi-Chem, Ltd. (Current as of September 30, 2005)
|(1)||Trade Name||Summit Medi-Chem, Ltd.|
|(2)||Representative||President Sakae Kimura|
|(3)||Headquarters||1-8-12 Harumi, Chuo-ku, Tokyo|
|(4)||Main Business||Sales of active pharmaceutical ingredients, excipients, intermediates, food additives, etc.|
|(6)||Accounting Period||March 31|
|(7)||No. of employees||31|
|(8)||Capital||138 million yen|
|(9)||Issued stock||1,400,000 shares|
|(10)||Shareholder||Sumitomo Corporation 100%|
Corporate Communications Department,