Company Name: Eisai Co., Ltd.
Representative: Haruo Naito,
Representative Corporate Officer and CEO
(Code No. 4523 Tokyo Stock Exchange Prime Market)
Inquiries: Sayoko Sasaki, Vice President
Corporate Communications
(Phone +81-3-3817-5120)
Eisai Co., Ltd. (Head Office: Tokyo; Representative Corporate Officer and CEO: Haruo Naito; the “Company” or “Eisai”) hereby announces that the Company has today decided to absorb and merge with KAN Research Institute, Inc., the Company’s wholly owned subsidiary (Address: Hyogo Prefecture; “KAN Research Institute”) on April 1, 2024 (the “Merger”). Since the Merger is a simplified absorption-type merger targeting the Company’s wholly owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of the Merger
In October 2022, the Company group’s research and development (R&D) organization transitioned to the Deep Human Biology Learning (DHBL) drug discovery and development. Under the DHBL drug discovery and development, Eisai views disease as a continuum and is redefining the disease concept through comprehensive analysis of the genomic, pathophysiological and clinical information associated with the root cause of the disease. Thereafter, Eisai will deepen its knowledge of human biology by acquiring data such as biomarker and imaging data, obtained from patients who have taken the Company’s drugs, which will lead to next-generation drug discovery, and thereby aim to create innovative next-generation drug discovery concepts.
KAN Research Institute was established in 1997, as a separate corporation that can independently operate in order to promote drug discovery activities by taking an approach that is different from that of the Company. KAN Research Institute has succeeded in its own technology development concerning the acquisition of antibodies, drug delivery to the brain, generation of genetically modified animal models, etc.
Meanwhile, under the DHBL drug discovery and development, the Company has been promoting the integrated management of facilities and costs, and effective deployment of human resources in Eisai group’s R&D related organizations and, in order to fully utilize the human resources, technology, facilities, etc., of KAN Research Institute, the Company decided to absorb and merge with KAN Research Institute. Through this merger, Eisai will further deepen it’s understanding of human biology, while KAN Research Institute will continue to contribute to the innovative creation as a major base of drug discovery research of the Company.
2. Summary of the Merger
(1) Schedule of the Merger
| Approval of the Merger Agreement by the Executive Committee | October 4, 2023 |
| Signing of the Merger Agreement | October 4, 2023 |
| Date of the Merger (Effective Date) | April 1, 2024 |
(Note) The Merger constitutes a simplified merger pursuant to Article 796, Paragraph (2) of the Companies Act on the part of the Company and a short-form merger pursuant to Article 784, Paragraph (1) of the Companies Act on the part of KAN Research Institute. Therefore, the Merger is conducted without obtaining the approval of either company’s general shareholders meeting regarding the Merger Agreement.
(2) Method of the Merger
The Merger is an absorption-type merger with the Company as the surviving company and KAN Research Institute as the absorbed company which dissolves as a result of the Merger.
(3) Details of allocation related to the Merger
Since the Company holds all shares in KAN Research Institute, no consideration will be provided upon the Merger.
(4) Treatment of share options and bonds with share options associated with the Merger
Not applicable.
3. Overview of the companies involved in the Merger (as of March 31, 2023)
| Company Survivingthe Absorption-Type Merger | Company Absorbed in the Absorption-Type Merger | |
|---|---|---|
| （１）Trade Name | Eisai Co., Ltd. | KAN Research Institute, Inc. |
| （２）Address of Head Office | 4-6-10 Koishikawa, Bunkyo-ku, Tokyo | 6-8-2 Minatojima-minamimachi, Chuo-ku, Kobe, Hyogo |
| （３）Representative | Haruo Naito, Representative Corporate Officer and CEO | Teiji Kimura, President & CEO |
| （４）Scope of Business | Research and development, manufacture, sale and import and export of pharmaceuticals | Discovery research of pharmaceuticals and research on life sciences |
| （５）Capital | 44,986 million yen | 70 million yen |
| （６）Date of Incorporation | December 6, 1941 | April 25, 1997 |
| （７）Number of Issued Shares | 296,566,949 Shares | 1,400 Shares |
| （８）End of Fiscal Year | End of March | End of March |
| （９）Major Shareholders and Shareholding Ratios (Note) | The Master Trust Bank of Japan, Ltd. (Trust Account) 19.31％ | Eisai Co., Ltd. 100.00％ |
| Custody Bank of Japan, Ltd. (Trust Account)）12.61％ | ||
| State Street Bank and Trust Company 505001 7.15％ | ||
| Nippon Life Insurance Company 3.00％ | ||
| Saitama Resona Bank, Limited 1.85％ | ||
| （10）Financial Position and Business Performance for the Most Recent Fiscal Year | ||
| Fiscal year | FY3/2023 (Consolidated; IFRS) |
FY3/2023 |
| Equity attributable to owners of the parent / Net assets | 799,959 million yen | 707 million yen |
| Total assets | 1,263,350 million yen | 1,438 million yen |
| Equity per share attributable to owners of the parent / Net assets per share | 2,789.32 yen | 504,784.57 yen |
| Revenue / Net sales | 744,402 million yen | 1,816 million yen |
| Operating income | 40,040 million yen | 74 million yen |
| Income before income taxes / Net income before income taxes | 45,012 million yen | 76 million yen |
| Income attributable to owners of the parent / Net income | 55,432 million yen | 49 million yen |
| Basic earnings per share / Net income per share | 193.31 yen | 35,093.10 yen |
(Note) The shareholding ratios are calculated after deducting the treasury shares from the total number of issued shares.
4. Status after the Merger
As a result of the Merger, there will be no changes in the trade name, business scope, address of the head office, representative, capital or fiscal year of the Company.
5. Future outlook
The impact of the Merger on the Company’s consolidated financial results will be minor because the Merger is a merger with the Company’s wholly owned subsidiary.
