November 14, 2017
Company name | Otsuka Holdings Co., Ltd. |
Representative | Tatsuo Higuchi President and Representative Director, CEO |
Code number | 4578 First Section , Tokyo Stock Exchange |
Inquiries | Yuji Kogure Director, Investors Relations Department |
Otsuka Holdings Co., Ltd. ("the Company") announces that it has resolved at the meeting of its Board of Directors held today to transfer its assets related to renal denervation ("the Company Split") to Otsuka Medical Devices Co., Ltd. ("Otsuka Medical Devices"), a fully-owned subsidiary of the Company.
Certain information has been omitted from this announcement since the Company Split is a simplified absorption-type company split in which the Company will transfer the assets to its wholly owned consolidated subsidiary.
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Purpose of the Company Split
The Company, in 2014, invested in ReCor Medical Inc. and its ultrasound renal denervation technology developed in the United States for treatment of hypertension (the "Business"). On May 16, 2016, the Company obtained exclusive rights to the commercialization of the Business in Japan, China, Korea and other Asian countries. (Reference: "Otsuka Holdings Announces Collaboration with ReCor Medical for Commercialization of ReCor Medical's Ultrasound Renal Denervation Technology in Asia" https://www.otsuka.com/en/hd_release/release/pdf.php?news=1338 )
In order to optimize the allocation of group resources and to so further strengthen the group's business platform, the board has decided that the Business will be transferred to and continued to be managed by Otsuka Medical Devices, a fully-owned subsidiary of the Company primarily oversees medical device operations within the Otsuka group of companies.
- Outline of the Company Split
Schedule
November 10, 2017 Resolution by the Board of Directors of Otsuka Medical Devices November 13, 2017 Resolution by the shareholders meeting of Otsuka Medical Devices November 14, 2017 Resolution by the Board of Directors of the Company
November 14, 2017 Company Split Agreement to be executed by the Company and Otsuka Medical Devices
January 1, 2018 Effective date of the Company Split
Note: Since the Company Split satisfied the requirement for a simplified company split stipulated in Article 784 (2) of the Companies Act, the Company as the splitting company does not require and will not request the approval by a shareholders meeting.
Method of Company Split
This is an absorption-type company split (simplified company split) in which the Company is the splitting company and Otsuka Medical Devices is the successor company.
Details of Allotments Related to the Company Split
The successor company will issue 80,000 shares of common stock and allot them to the Company.
Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Company Split The Company issues no stock acquisition rights and no bonds with stock acquisition rights.
Deduction of Capital due to the Company Split
There is no increase or decrease in capital related to the Company Split.
Rights and Obligations to be Assumed by Successor Company
For the purpose of the Company Split, the successor company will assume all assets considered necessary for conducting the Business.
Prospect of Fulfillment of Obligations
The Company considers there to be no problem relating to the prospect of fulfillment of obligation to be borne by the Company or the successor company for the purpose of the Company Split.
- Summary of Companies Involved in the Company Split
Splitting Company
( As of December 31, 2016)
Successor Company
( As of December 31, 2016)
(1) Company Name
Otsuka Holdings Co., Ltd.
Otsuka Medical Devices Co., Ltd.
(2) Head Office
2-9 Kanda-Tsukasamachi, Chiyoda-ku, Tokyo 101-0048, Japan
2-9 Kanda-Tsukasamachi, Chiyoda-ku,
Tokyo 101-0048, Japan
(3) Representative
Tatsuo Higuchi
President and Representative Director, CEO
Noriko Tojo
President and Representative Director
(4) Summary of Business
Control, management and related activities with respect to the Company's subsidiaries and affiliates active in the pharmaceutical industry, nutraceutical industry, consumer products, and other areas.
Overseeing medical device operations within the Otsuka group and the business activities of companies engaged in related businesses, as well as all operations related to the foregoing activities.
(5) Paid-in Capital
¥ 81.69 billion
¥ 4.8billion
(6) Establishment
July 8, 2008
February 15, 2011
(7) Number of Shares Issued
557,835,617shares
222,000 shares
(8) Book Closing Date
December 31
December 31
(9) Principal
Shareholders and Shareholding Ratio
The Nomura Trust & Banking Co.
Japan Trustee Services Bank, Ltd. (Trust Account) 10.78%
Otsuka Estate Limited 4.10%
The Master Trust Bank of Japan, Co., Ltd. (Trust Account) 3.05%
Otsuka Group Employee Shareholding Fund 2.53%
Otsuka Founders Shareholding Fund Trust Account 11.22%
- Otsuka Holdings Co., Ltd. 100%
(10) Operating Results for the Most Recent Business Year and Financial Positions as of the End of the Business Year (In millions of yen, except for those stated otherwise)
Name
Otsuka Holdings Co., Ltd. (consolidated)
Otsuka Medical Devices Co., Ltd.
Fiscal Year
Ended December 31, 2016
Ended December 31, 2016
Total Equity
(Equity attributable to owners of the Company)
1,710,531
10,744
Total Assets
2,478,290
16,563
Equity Attributable to owners of the Company per Share (yen)
3,156.83
48,396.08
Net Sales
1,195,547
10
Operating Profit
101,145
▲483
Ordinary Income
-
▲551
Profit Attributable to owners of the Company
92,563
▲206
Basic Earnings per Share (yen)
170.82
▲929.08
Outline of the Business Section Subject to the Company Split
Outline of the Business
Medical device system utilizing ultrasound renal denervation technology
Operating Results of the Business Section Subject to the Company Split
There are no operating results of the Business in Asia, where the Company has exclusive rights to the commercialization, as the technology concerned is still in clinical development.
Assets and Liabilities To be Split Off (scheduled) (millions of yen)
Assets
Liabilities
Current assets
70
Current liabilities
-
Non-current assets
4,484
Non-current liabilities
-
Total
4,555
Total
-
Status of the Company after the Company Split
There will be no change in the trade name, location of the head office, name and title of the representative, line of business, paid-in capital or accounting term due to the Company Split.
Future Outlook
The Company Split is expected to have only minor impacts on the consolidated business results of the Company because it is a transaction between the Company and a wholly owned subsidiary.
Otsuka Holdings Co. Ltd. published this content on 14 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 November 2017 04:38:03 UTC.
Original documenthttps://www.otsuka.com/en/hd_release/release/pdf.php?news=1678
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