TOKYO, November 11, 2020  - Astellas Pharma Inc. (TSE: 4503, President and CEO: Kenji Yasukawa, Ph.D., “the Company”) announced that it has decided today, to absorb and merge (“the Merger”) our wholly owned subsidiaries, Astellas Pharma Tech Co., Ltd. (“Astellas Pharma Tech”) and Astellas Green Supply, Inc.(“Astellas Green Supply”) 

Since the Merger is simple/short form absorption merger of our wholly owned subsidiaries, some disclosure items and contens have been omitted from this disclosure.

 

Note

  1. Purpose of the Merger
    (1) Astellas Pharma Tech manufactures our pharmaceuticals and clinical trial materials. From now on, it is vital for us to conduct research and development in consideration of production and supply from an early stage in order to realize swift launches and a stable supply of new medicines that utilize new modalities such as antibody approaches, cell therapy, and gene therapy based on the Astellas Focus Area approach. With the Merger, the two organizations can come together and work closer as one company and accelerate the fusion of process development and production technology up to commercialization.

    (2) Astellas Green Supply conducts operations such as environmental greening and resource recycling, in addition to promoting the employment of people with disabilities. The Company will execute operations more efficiently with the Merger and continue to fulfill our social responsibilities with regards to the employment of people with disabilities.

     
  2. Outline of the Merger
    (1) Schedule of the Merger
    Decision of the Merger                                                  : November 11, 2020
    Execution date of absorption merger agreement    : December 2021(Plan)
    Effective date of absorption merger                           : April 1, 2022(Plan)

    Further, for the Company, because the Merger is simple merger, as prescribed under Article 796, Paragraph 2 of the Companies Act; and, for the disappearing company, because this is a short-form merger, as prescribed under Article 784, Paragraph 1 of the Companies Act. Therefore, the parties shall conduct the Merger without obtaining any approval at a shareholders meeting.

    (2) Method of the Merger
    The Merger will be an absorption merger whereby the Company will be the surviving company, while Astellas Pharma Tech and Astellas Green Supply will be the absorbed companies. 

    (3) Allotment upon the Merger
    Since the Merger is an absorption merger with Astellas’ wholly owned subsidiaries, there will be no allocation of new shares or allotment of monies upon the Merger.

    (4) Handling of subscription rights to shares and bonds with subscription rights to shares associated with the Merger
    Not applicable

     
  3. Overview of the Parties of the Merger(As of September 30,2020)
      Surviving Company Disappearing Company Disappearing Company
    (1) Name Astellas Pharma Inc. Astellas Pharma Tech Co., Ltd. Astellas Green Supply, Inc.
    (2) Address 2-5-1, Nihonbashi-
    Honcho, Chuo-ku, Tokyo, Japan
    2-5-1, Nihonbashi-
    Honcho, Chuo-ku, Tokyo, Japan
    2-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo, Japan
    (3) Title and name of the representative person President and CEO:
    Kenji Yasukawa
    President:
    Toshiomi Nakate
    President:
    Ryuusuke Nakajima
    (4) Business description Manufacturing, marketing and import/export of pharmaceuticals Manufacturing of pharmaceuticals, clinical trial materials and active ingredient Environmental greening and resource recycling at Astellas Group offices
    (5) Capital 103,001 million yen 1 million yen 1 million yen
    (6) Foundation April 1, 2005 April 1, 2011 April 1, 2005
    (7) Number of Shares Outstanding 1,861,787,075 shares 2,000 shares 200 shares
    (8) Accounting Period March 31 March 31 March 31
    (9) Major shareholders and their shareholding percentage

    The Master Trust Bank 
    of Japan, Ltd.
    (Trust account)
    12.20%

    Custody Bank of Japan
    (trust account) 
    6.25%

    Nippon Life Insurance Company
    3.46%

    STATE STREET BANK AND TRUST COMPANY 505001
    2.79%

    Custody Bank of Japan (trust account 7) 
    2.72 %

    Astellas Pharma Inc.
    100.00%
    Astellas Pharma Inc.
    100.00%
    (10) Financial position and Business results for the most recent fiscal year
    Accounting Period March 2020
    (Consolidated, IFRS)
    March 2020
    (Non-consolidated, JGAAP)
    March 2020
    (Non-consolidated, JGAAP)
    Net Assets 1,289,168 million yen 80,722 million yen 100 million yen
    Total Assets 2,318,160 million yen 92,275 million yen 129 million yen
    Net Assets per share 694.03 yen 40,361,184.76 yen 500,112.54 yen
    Revenue 1,300,843 million yen 38,519 million yen 261 million yen
    Operating profit 243,991 million yen 1,992 million yen 8 million yen
    Profit before tax 245,350 million yen 1,377 million yen 8 million yen
    Net profit attributable to owners of the parent company 195,411 million yen 834 million yen △21 million yen
    Basic earnings per share 104.15 yen 417,162.17yen △107,272.85yen

     
  4. Status after the Merger
    There is no change in the name, address, title and name of the representative person, business description, capital, and accounting end and Astellas as a result of the Merger.

     
  5. Business Outlook
    The Merger will have no impact on the financial forecasts of the current fiscal year ending March 31, 2021.

 

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