Otsuka : Notice Regarding Company Split (Simplified Absorption–type Company Split) (105KB)

For Immediate Release	April 15, 2019
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

Notice Regarding Company Split (Simplified Absorption-type Company Split)

Otsuka Holdings Co., Ltd. ("the Company") announces that it has resolved at the meeting of its Board of Directors held on April 12, 2019 to transfer its Otsuka group's shared services business ("the Business") to Otsuka Business Support Co., Ltd. ("Otsuka Business Support"), a fully-owned subsidiary of the Company which was established on April 1, 2019. ("the Company Split") The effective date will be July 1, 2019.

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.

1. Purpose of the Company Split

Since 2009, the Company has been operating Otsuka group's shared service division ("the Division") to support accounting, administrations, human resources and IT operations at Otsuka group companies in order to promote the consolidation and standardization of the group operations.

Over the 10 years since its establishment, the Division has expanded the scope of its business and established an organization to provide services that contribute to improving the quality and efficiency of various operations of the group. The Division is now at a stage where it is expected to become a financially independent company specialized in shared services. Therefore, the Company has decided that the business will be transferred to the new company with the aim of achieving optimal business management that suits its business characteristics.

2.Outline of the Company Split

(1) Schedule

April 3, 2019	Resolution by the Board of Directors of Otsuka Business Support
April 12, 2019	Resolution by the Board of Directors of the Company
April 12, 2019	Resolution by the shareholders meeting of Otsuka Business Support
April 12, 2019	Company Split Agreement to be executed by the Otsuka Business Support
July 1, 2019	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.

(2)Method of Company Split

This is an absorption-type company split (simplified company split) in which the Company is the splitting company and Otsuka Business Support is the successor company.

(3)Details of Allotments Related to the Company Split

The successor company will issue 1,746 shares of common stock and allot them to the Company.

(4)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.

(5)Deduction of Capital due to the Company Split

There is no increase or decrease in capital related to the Company Split.

(6)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.

(7)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.

3.	Summary of Companies Involved in the Company Split
		Splitting Company		Successor Company
		( As of December 31, 2018)		( As of April 15, 2019)
(1)	Company Name	Otsuka Holdings Co., Ltd.		Otsuka Business Support Co., Ltd.
(2)	Head Office	2-9Kanda-Tsukasamachi,Chiyoda-ku, Tokyo		1-1Takabou-Aza-Iuchi,Kitajima-cho,
		101-0048, Japan		Tokushima 771-0206, Japan
(3)	Representative	Tatsuo Higuchi		Kazunori Yamaguchi
		President and Representative Director, CEO		President and Representative Director
(4)	Summary of	Control, management and related activities		Provision of shared services related to
	Business	with respect to the Company's subsidiaries and		accounting,	administrations,	human
		affiliates active in the pharmaceutical industry,		resources and IT, and related businesses
		nutraceutical industry, consumer products, and
		other areas.
(5)	Paid-in Capital	¥ 81.69 billion		¥ 25 million
(6)	Establishment	July 8, 2008		April 1, 2019
(7)	Number of Shares	557,835,617shares		1,000 shares
	Issued
(8)	Book Closing Date	December 31		December 31
(9)	Principal	- Japan Trustee Services Bank, Ltd.		- Otsuka Holdings Co., Ltd.		100%
	Shareholders and	(Trust Account)	11.57%
	Shareholding Ratio	- The Nomura Trust & Banking Co.
		Otsuka Founders Shareholding Fund
		Trust Account	10.67%
		- The Master Trust Bank of Japan, Co., Ltd.
		(Trust Account)	7.88%
		- Otsuka Estate Limited 4.30%
		- Otsuka Group Employee Shareholding
		Fund 2.44%

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(10)Operating Results for the Most Recent Business Year and Financial Positions (In millions of yen, except for those stated otherwise)

Name	Otsuka Holdings Co., Ltd.	Otsuka Business Support Co., Ltd.
	(consolidated)
Fiscal Year	Ended December 31, 2018	As of April 15, 2019
Total Equity
(Equity attributable to owners of the	1,704,499	50
Company)
Total Assets	2,476,634	50
Equity Attributable to owners of the	3,145.71	50,000
Company per Share (yen)
Net Sales	1,291,981	-
Operating Profit	108,304	-
Current Income	85,395	-
Profit Attributable to owners of the Company	82,492	-
Basic Earnings per Share (yen)	152.24	-

Note: Otsuka Business Support is a company established on April 1, 2019 and therefore does not disclose operating results.

4.Outline of the Business Section Subject to the Company Split

(1) Outline of the Business

Provision of shared services related to accounting, administrations, human resources and IT to Otsuka group companies and related businesses

(2)Operating Results of the Business Section Subject to the Company Split There are no operating results of the business.

(3) Assets and Liabilities To be Split Off (scheduled)				(millions of yen)
Assets			Liabilities
Current assets		-	Current liabilities	-
Non-current assets		87	Non-current liabilities	-
Total		87	Total	-

5. 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.

6. 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.

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