Sysmex : Notice Concerning Absorption-Type Merger (Simplified/Short-Form Merger) of Wholly Owned Subsidiary (PDF：234KB)

	September 21, 2021
Company name	Sysmex Corporation
Representative	Chairman and CEO Hisashi Ietsugu

（Stock Code: 6869）

Inquiries Noriko Okada, Executive Vice President

of Corporate Communication Division

（Telephone: [phone]）

Notice Concerning Absorption-Type Merger (Simplified/Short-Form Merger) of

Wholly Owned Subsidiary

Sysmex Corporation (the "Company") hereby announces that a meeting of the Board of Directors held on September 21, 2021 resolved to absorb its wholly owned subsidiary, Sysmex International Reagents Co., Ltd. (hereinafter "Sysmex International Reagents") and have entered into a merger agreement.

Since this is a simplified absorption-type merger involving a wholly owned subsidiary, some disclosure items and details have been omitted.

1. Purpose of the merger

Sysmex International Reagents has been manufacturing and selling in vitro diagnostic reagents. The Company decided to absorb Sysmex International Reagents to strengthen corporate function and to enhance efficiencies and productivity of manufacturing diagnostic reagents.

2. Summary of the merger

1. Timetable for the merger

Date of resolution at the meeting of the Board of

Directors

September 21, 2021

Date of conclusion of the agreement	September 21, 2021
Commencement date (Effective date)	April 1, 2022 (scheduled)
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(Note) Since this is a simplified merger pursuant to Article 796, paragraph (2) of the Companies Act of Japan for the Company and is also a short-form merger pursuant to Article 784, paragraph (1) of the Companies Act for the Sysmex International Reagents, each company will not hold a general meeting of shareholders to approve the merger agreement.

1. Form of the merger
   The merger will be conducted as an absorption-type merger, with the Company as the surviving company, and Sysmex International Reagents will be dissolved.
2. Details of allotment related to the merger

Since the merger is a merger with a wholly owned subsidiary of the Company, there will be no issuance of new shares, no allotment of money, etc. related to the merger.

1. Handling of share acquisition rights and bonds with share acquisition rights in connection with the merger
   Not applicable.

3. Overview of companies involved in the merger

		Company surviving the absorption-type	Company disappearing in the
		merger	absorption-type merger
(1)	Name	Sysmex Corporation	Sysmex International Reagents Co.,
			Ltd.
(2)	Location	1-5-1Wakinohama-Kaigandori, Chuo-	4-3-2 Takatsukadai, Nishi-ku, Kobe,
		ku, Kobe, Hyogo	Hyogo
(3)	Job title and name	Chairman and CEO	President and CEO
	of representative	Hisashi Ietsugu	Kinya Uchihashi
(4)	Line of businesses	Development, manufacture, sales and	Manufacture and sales of in vitro
		export/import of diagnostic instruments,	diagnostic reagents
		reagents and related software
(5)	Share capital	13,229 millions of yen	300 millions of yen
		(As of March 31, 2021)	(As of March 31, 2021)
(6)	Date of	February 20, 1968	December 16, 1969
	establishment
(7)	Number of issued	209,443,232 shares	6,000,000 shares
	shares	(As of March 31, 2021)	(As of March 31, 2021)

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(8)	Fiscal year-end	March 31		March 31
(9)	Major shareholders	Custody Bank of Japan, Ltd. 11.27%	Sysmex Corporation	100%
	and percentage of	(Trust Account)
	share-holding	The Master Trust Bank of	6.57%
	(As of March 31,
	Japan, Ltd. (Trust Account)
	2021)
	The Kobe Yamabuki	5.74%
		Foundation
		Nakatani Foundation for	5.66%
		Advancement of Measuring
		Technologies in Biomedical
		Engineering
		Nakatani Kosan, Ltd.	5.00%
(10) Operating results	Fiscal year ended March 31, 2021	Fiscal year ended March 31, 2021
	and financial	(Consolidated, IFRS)		(Non-consolidated, JGAAP)
	positions for the	Equity attributable to		307,898	Net assets	9,651
	most recent fiscal	owners of the parent		millions of yen		millions of yen
	year	Total assets		427,475	Total assets	14,908
				millions of yen		millions of yen
		Equity attributable to		1,473.22 yen	Net assets per share	1,608.53 yen
		owners of the parent
		per share
		Net sales		305,073	Net sales	15,038
				millions of yen		millions of yen
		Operating profit		51,792	Operating profit	913
				millions of yen		millions of yen
		Profit before tax		48,033	Ordinary profit	941
				millions of yen		millions of yen
		Profit attributable to		33,142	Net income	641
		owners of the parent		millions of yen		millions of yen
		Earnings per share		158.65 yen	Net income per	106.90 yen
		(basic)			share

(Note: Percentage of shareholding excludes treasury stock.)

4. Status after the merger

There will be no changes in the name, location, job title and name of representative, description of business, address, name and title of the representative, share capital and fiscal year-end of the Company after the merger.

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5. Future outlook

Since this is a merger with a wholly owned subsidiary of the Company, the impact on the Company consolidated financial results will be minor.

(Reference) Consolidated financial results forecasts for the current fiscal year (released on May 12, 2021) and actual consolidated results for the previous fiscal year

(Millions of yen)

	Net sales	Operating profit	Profit before tax	Profit attributable to
	owners of the parent
Financial results
forecasts for the current
fiscal year	350,000	60,000	57,000	40,000
(Fiscal year ending
March 31, 2022)
Actual results for the
previous fiscal year	305,073	51,792	48,033	33,142
(Fiscal year ended March
31, 2021)

Note : This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

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