Takeda Announces Further Details of Splitting off (Simple Absorption-type Split) of Japan Consumer Healthcare Business Unit
Osaka, Japan, February 20, 2017 – Takeda Pharmaceutical Company Limited (TSE:4502) (“Takeda”) today announced that it has entered into an agreement with Takeda Consumer Healthcare Company Limited (TCHC), a wholly-owned subsidiary of Takeda, to transfer its Japan Consumer Healthcare Business Unit (JCHBU) to TCHC. Takeda announced its intention to spin-off JCHBU to TCHC in February 2016*, in order to realize a more agile business model to promptly meet environmental changes and customers’ needs in the consumer healthcare market.
Japan Consumer Healthcare Business Unit (JCHBU) is a business unit of Takeda which operates the consumer healthcare business, mainly in Japan. JCHBU has been realizing sustained growth by focusing on over-the counter medicines including Alinamin and Benza, and a health food named Midori-no-Shukan. The market environment surrounding the consumer healthcare business is constantly changing, and customers’ needs are becoming more and more diversified. TCHC, which will succeed Takeda’s JCHBU business, will have a more agile business model to promptly meet these needs, further contributing to better health for people through high quality consumer healthcare brands. TCHC aims to become a leading company in the consumer healthcare markets of the Asian region.
|Decision by the Director delegated by the Board of Directors||February 20, 2017|
|Date of conclusion of the company split agreement||February 20, 2017|
|Effective date of the company split||April 1, 2017|
(2) Method of company split
It is an absorption-type split (simple absorption-type split) in which Takeda is a splitting company and TCHC is the succeeding company.
(3) Details of stock allocation.
As consideration for the company split, TCHC will allocate its 100 common shares to Takeda.
(4) Treatment of stock options and corporate bonds with stock options for the splitting company
Although Takeda has issued stock options, there will be no change to the treatment of these stock options due to the company split.
(5) Increase or decrease of capital stock due to the company split
There will be no change in Takeda’s capital stock due to the company split.
(6) Rights and obligations to be succeeded by the succeeding company
TCHC will succeed the assets relating to Takeda’s JCHBU business, as well as the rights and obligations incidental thereto, except for those stipulated otherwise in the absorption-type split agreement.
(7) Capability of satisfying liabilities
It has been judged that TCHC will not have any problem in performing its obligations relating to the liabilities it will bear following the effective date of the absorption-type company split.
(As of September 30, 2016)
(As of January 25, 2017)
|(1) Company name||Takeda Pharmaceutical Company Limited||Takeda Consumer Healthcare Company Limited|
|(2) Location||1-1, Doshomachi 4-chome, Chuo-ku, Osaka, Japan||8-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan|
|(3) Representative||President & CEO: Christophe Weber||President: Masashi Sugimoto|
|(4) Scope of business||Research & development, manufacturing, sales and marketing of pharmaceutical products, etc.||Research & development, manufacturing, sales and marketing of over-the-counter products, quasi-drugs, etc.|
|(5) Capital||64,955 million yen||10 million yen|
|(6) Date established||January 29, 1925||April 15, 2016|
|(7) Number of shares issued||790,396,895 shares||100 shares|
|(8) Fiscal year end||March 31||March 31|
|(9) Major shareholders and ratio of shares held||
Nippon Life Insurance Company
The Master Trust Bank of Japan, Ltd. (Trust account)
Japan Trustee Services Bank, Ltd. (Trust Account)
JP Morgan Chase Bank 380055
Takeda Science Foundation
Takeda Pharmaceutical Company Limited
|(10)Financial results of the previous fiscal year (consolidated, IFRS)|
|Takeda Pharmaceutical Company Limited|
|Equity attributable to owners of the Company||1,948,692 million yen|
|Total assets||3,824,085 million yen|
|Equity attributable to owners of the Company per share||2,487.04 yen|
|Revenues||1,807,378 million yen|
|Operating profit||130,828 million yen|
|Profit before income taxes||120,539 million yen|
|Profit attributable to owners of the Company||80,166 million yen|
|Basic earnings per share||102.26 yen|
|Dividend per share||180.00 yen|
Through the company split, Takeda plans to transfer all shares of Takeda Healthcare Products Company Limited (“Takeda Healthcare”), a wholly-owned subsidiary of Takeda, which manufactures consumer healthcare products mainly in Japan, to TCHC. As a result, Takeda Healthcare will be a wholly owned subsidiary of TCHC. The outline of Takeda Healthcare is as follows.
|(1) Company name||Takeda Healthcare Products Company Limited|
|(2) Location||21, Osadano-cho 2-chome, Fukuchiyama city, Kyoto|
|(3) Representative||President: Keiichiro Arimoto|
|(4) Scope of Business||Manufacturing of over-the-counter products|
|(5) Capital||400 million yen|
|(6) Date established||March 5, 1980|
|(7) Number of shares issued||8,000 shares|
|(8) Fiscal year end||March 31|
|(9) Execution Day (Effective Day)||April 1, 2017|
|(10) Major shareholders and ratio of shares held before Execution Day||
Takeda Pharmaceutical Company Limited
|(11) Major shareholders and ratio of shares held after Execution Day||
Takeda Consumer Healthcare Company Limited
The portion of the business to be split off is research & development, manufacturing, sales and marketing of over-the-counter products, quasi-drugs, etc. (consumer healthcare business) mainly in Japan which are operated by Takeda’s JCHBU.
The table below shows sales revenues and operating income of the Split BU.
|Revenue the previous fiscal year (FY2015)||81,816 million yen|
|Operating profit the previous fiscal year (FY2015)||17,941 million yen|
|Item||Book value||Item||Book value|
|Current assets||6.9 billion yen||Current liabilities||1 billion yen|
|Fixed assets||3.5 billion yen||Fixed liabilities||0 yen|
|Total||10.4 billion yen||Total||1 billion yen|
(2)JCHBU business will be operated by TCHC, while there are no change in company names, locations, representatives, and fiscal year end of TCHC after the company split. However, the amount of TCHC’s capitals increases from 10 million yen to 490 million yen through the company split.
(Reference)Consolidated earnings forecast for this fiscal year (As of October 28, 2016) and consolidated results for the previous fiscal year (in million yen)
|Revenue||Operating profit||Profit before income taxes||Profit attributable to owners of the Company|
|Forecast for the current FY ending
|Results for the previous FY ended
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