Shionogi & Co., Ltd. (TSE:4507) made a tender offer to acquire 69.6% stake in UMN Pharma Inc for approximately ¥6.7 billion on October 28, 2019. As a part of transaction, Shionogi & Co., Ltd. (TSE:4507) will acquire 12 million shares at tender offer price of ¥540 and 0.1 million option of UMN Pharma Inc at a price of ¥1. The consideration will be paid in cash. Shionogi & Co., Ltd has set minimum number of 6.3 million-share certificate to be purchased. Post transaction, UMN Pharma Inc will become the wholly owned subsidiary of Shionogi & Co., Ltd.

The board of director of UMN Pharma Inc unanimously approved the transaction and recommend the shareholders of UMN Pharma Inc apply for the tender offer. The special committee has been established to advise UMN Pharma Inc in the transaction. The transaction is expected to be completed in thirty business days from the date of submission of tender offer on October 31, 2019. The initial tender offer period is October 31, 2019 to December 12, 2019. As of NOvember 22, 2019, the transaction is expected to close on March 31, 2020. SMBC Nikko Securities Inc. acted as financial advisor to UMN Pharma Inc. and Anderson Mori & Tomotsune LPC acted as legal advisor to UMN Pharma Inc. Nomura Securities Co., Ltd. acted as financial advisor for Shionogi & Co.

Shionogi & Co., Ltd. (TSE:4507) completed the acquisition of 52.74% stake in UMN Pharma Inc. (TSE:4585) for ¥5 billion on December 12, 2019. Shionogi & Co., Ltd. also announces that, as a result of the tender offer, the UMN Pharma will become a consolidated subsidiary of Shionogi & Co., Ltd. on December 19, 2019. UMN Pharma shares are listed on the TSE. However, Shionogi & Co intends to follow a series of procedures in order to acquire all of the UMN Pharma shares.