Notice of absorption merger(simple and short form merger) of the wholly owned subsidiaries, Astellas Pharma Tech and Astellas Green Supply

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	2,315,169 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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