The Board also resolved to submit a proposal on the “Partial Amendments to the Articles of Incorporation” to the 34th Ordinary General Meeting of Shareholders scheduled to be held on
- Change of corporate names of the Company and its subsidiaries
- Reason for change
In
The name “Nxera” derives from the words “Next” and “Era” to express the Company’s determination to be a leader in the next era of science and healthcare. “Nxera” will be a technology enabled pharma company that will challenge the status quo in its pursuit of better treatments for patients in need across multiple therapeutic areas.
- New corporate names
Current name | New name |
Pronounced in English /nex/ /era/
Pronounced in Japanese /nexa/ /era/
- Date of change
* The change is subject to the approval of a partial amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders.
- Change of location of head office of the Company
- Reason for the change
Considering the merger between the subsidiaries as described in 3 below, the Company’s head office will be moved to the same location as the head office of IPJ (Minato-ku,
- New location
9-7-2 Akasaka Minato-ku
- Date of change
* The change is subject to the approval of a partial amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders.
- Merger of wholly owned consolidated subsidiaries
- Purpose of the Merger
Since the acquisition of IPJ in
- Schedule of the Merger
Approval of the Merger Agreement by the Board of Directors (the Company) | |
Approval of the Merger Agreement by the Board of Directors ( | |
Approval of the Merger Agreement by the Board of Directors (IPJ) | |
Execution of the Merger Agreement by the merging companies | |
Approval of the Merger Agreement at the Meeting of Shareholders (the merging companies) | |
Effective date of the Merger (Merger date) |
- Merger format
The Merger will be an absorption-type merger with IPJ as the surviving company and
- Partial amendments to the Articles of Incorporation
- Reason for the amendments
This is to amend Article 1 (Corporate Name) and Article 3 (Head Office) of the current Articles of Incorporation to make the change of corporate name of the Company mentioned in 1 and the change of the location of the Company mentioned in 2 above. This is also to amend the number of directors specified in Article 19 of the existing Articles of Incorporation from not more than ten (10) to not more than twelve (12) directors to allow for future flexibility to enhance the supervisory function of the Board as the Company grows.
- Details of amendments
The following table shows the current Articles of Incorporation and proposed Articles of Incorporation after amendments.
Current Articles of Incorporation | Proposed amendments |
CHAPTER 1 GENERAL RULES (Corporate Name) Article 1. The name of the Company shall be “Sosei Group Kabushiki Kaisha,” and shall be “Sosei Group Corporation” in English. Article 2. (Omitted) (Head Office). Article 3. Articles 4 through 18 (Omitted) (Number of Directors) Article 19 The Company shall have no more than ten (10) Directors. Articles 20 through 42 (Omitted) (New provisions) | CHAPTER 1 GENERAL RULES (Corporate Name) Article 1. The name of the Company shall be “Nxera Pharma Kabushiki Kaisha,” and shall be “Nxera Pharma Co., Ltd.” in English. Article 2. (Same as the current provision) (Head Office). Article 3. Articles 4 through 18 (Same as the current provisions) (Number of Directors) Article 19 The Company shall have no more than twelve (12) Directors. Articles 20 through 42 (Omitted) (Supplementary Provisions) 1. The changes to Article 1 (Corporate Name) and Article 3 (Head Office) of the current Articles of Incorporation shall take effect from 2. These Supplementary Provisions shall be deleted after the Effective Date. |
– ENDS –
Enquiries:
Sosei Heptares – Media and Investor Relations
Shinichiro Nishishita, VP Investor Relations, Head of Regulatory Disclosures
+81 (0)3 5210 3399 | +44 (0)1223 949390 | IR@SoseiHeptares.com
+44 (0)203 928 6900 | SoseiHeptares@medistrava.com
Forward-looking statements
This press release contains forward-looking statements, including statements about the discovery, development, and commercialization of products. Various risks may cause Sosei Group Corporation’s actual results to differ materially from those expressed or implied by the forward-looking statements, including: adverse results in clinical development programs; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; dependence upon strategic alliance partners to develop and commercialize products and services; difficulties or delays in obtaining regulatory approvals to market products and services resulting from development efforts; the requirement for substantial funding to conduct research and development and to expand commercialization activities; and product initiatives by competitors. As a result of these factors, prospective investors are cautioned not to rely on any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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