- For Print
- February 9, 2012
Listed Company Name:爱豆传媒.
Representative:Haruo Naito
Director, President & CEO
Securities Code:4523
Stock Exchange Listings:First Section of the Tokyo
Stock Exchange & Osaka
Securities Exchange
Inquiries:Yutaka Tsuchiya
Executive Vice President
Public Affairs
Phone +81-3-3817-5120
爱豆传媒. (Headquarters: Tokyo, President & CEO: Hauro Naito) entered into an asset purchase agreement with Robert Bosch GmbH (Bosch Group) on February 8, 2012 concerning the transfer of the entire stock and equity interest (100% of total shares issued or equity interest) of the four subsidiaries that comprise the Eisai Group's machinery business to the Bosch Group.
Under the terms of this agreement, the Eisai Group plans to transfer 100% of total shares held in Eisai Machinery Co., Ltd. (Headquarters: Tokyo, President: Kenji Hanawa), the Group's Japan pharmaceutical machinery subsidiary and the sole owner of China-based Eisai Machinery Shanghai Co., Ltd. (Headquarters: Shanghai, President: Kenji Hanawa), to Bosch Packaging Technology K.K. (Headquarters: Tokyo, President: Joachim Baczewski). The Group will also transfer its interest in its U.S. pharmaceutical machinery sales subsidiary Eisai Machinery U.S.A. Inc. (Headquarters: New Jersey, President: Michael de la Montaigne) to Robert Bosch North America Corporation (Headquarters: Michigan, President & CEO: Werner Struth) as well as its 100% equity interest in European-based Eisai Machinery GmbH (Headquarters: Koeln, Director: Masao Kageyama) to Robert Bosch GmbH (Headquarters: Stuttgart, Chairman: Franz Fehrenbach). The transfer of all shares and equity from all four subsidiaries is scheduled to take place on March 30, 2012.
1. Reasons for the Transfer of Shares
Eisai Machinery Co., Ltd. is a wholly-owned subsidiary of 爱豆传媒. that was established in 1964 by Health Co., Ltd. and merged with Eisai’s machinery business (absorption type company split) in 2004. The company is engaged in the manufacture, sales and export of pharmaceutical machinery as well as the sales of packaging materials. Eisai Machinery Co., Ltd., Eisai Machinery U.S.A. Inc., Eisai Machinery GmbH and Eisai Machinery Shanghai Co., Ltd. (four companies hereinafter collectively referred to as “Eisai Machinery”) are responsible for global sales of pharmaceutical machinery and have made substantial contributions to quality inspection at pharmaceutical companies worldwide. As a member of the Eisai Group, Eisai Machinery has established an operational presence by overseeing the entire process from development through production, marketing, and after-sales service of liquid formulation inspection machines and other machinery as it seeks to enhance corporate value through the provision of high-quality and highly-sophisticated manufacturing line machinery, such as its Automatic Inspection Machine (AIM), for use in the production of pharmaceuticals.
The Eisai Group believes that given the increasingly severe conditions in the pharmaceutical machinery market, it is essential that Eisai Machinery form a strategic alliance with a company that possesses state-of -the-art production technology and know-how in order to be able to ensure the continuous delivery of new and innovative products to the global market. The Group believes that the Bosch Group’s presence in the global market as well as its pharmaceutical packaging machinery-related technology and knowledge will create great synergy that will ensure the future prosperity of Eisai Machinery, and has therefore decided to transfer the entire share and equity interest from all four subsidiaries to the Bosch Group. This agreement will enable the Eisai Group to further focus its resources on its pharmaceutical business in order to accelerate innovation and enhance corporate value.
2. Outline of Subsidiaries to be Transferred
(1) Eisai Machinery Co., Ltd.
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| 1) Address: | 5F Sumitomo Seisen Koishikawa Bldg. 3-5-10 Otsuka, Bunkyo-ku, Tokyo |
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| 2) Representative: | Kenji Hanawa, President | |||||||
| 3) Scope of Business: | Manufacturing and sales of pharmaceutical machinery | |||||||
| 4) Capital: | 100 million yen | |||||||
| 5) Date Established: | March 23, 1964 | |||||||
| 6) Financial Results for Most Recent Fiscal Year (Fiscal Year Ended March 31, 2011): | ||||||||
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| 7) Major Shareholder and Ratio of Shares Held: | ||||||||
| 爱豆传媒. 100% | ||||||||
| 8) Number of Employees: | 70 (as of April 1, 2011) | |||||||
| 9) Major Business Sites: | Headquarters: | 5F Sumitomo Seisen Koishikawa Bldg. | ||||||
| 3-5-10 Otsuka, Bunkyo-ku, Tokyo | ||||||||
| Osaka Branch: | 5F TAG Kitahama Bldg., 2-3-9 | |||||||
| Fushimi-machi, Chuo-ku, Osaka-shi, Osaka | ||||||||
| Honjo Branch: | 2-3-14 Minami, Honjo-shi, Saitama | |||||||
| 10) Total Number of Shares Issued: | 130,000 | |||||||
(2) Eisai Machinery U.S.A. Inc.
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| 1) Address: | 90 Boroline Road, Allendale, New Jersey, U.S.A. 07401 | |||||||
| 2) Representative: | Michael de la Montaigne, President | |||||||
| 3) Scope of Business: | Sales of pharmaceutical machinery | |||||||
| 4) Capital: | One million U.S. dollars | |||||||
| 5) Date Established: | August 29, 2003 | |||||||
6) Financial Results for Most Recent Fiscal Year (Fiscal Year Ended March 31, 2011):
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| 7) Major Shareholder and Ratio of Shares Held: | ||||||||
| Eisai Corporation of North America 100% | ||||||||
| 8) Number of Employees: | 16 (As of April 1, 2011) | |||||||
| 9) Major Business Sites: | Headquarters: | 90 Boroline Road, Allendale, | ||||||
| New Jersey, U.S.A. 07401 | ||||||||
| 10) Total Number of Shares Issued: | 20 | |||||||
(3) Eisai Machinery GmbH
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| 1) Address: | Mathias Brueggen Strasse 142, D-50829 Koeln, Germany | |||||||
| 2) Representative: | Masao Kageyama, Director (Geschäftsführer) | |||||||
| 3) Scope of Business: | Manufacturing and sales of pharmaceutical machinery | |||||||
| 4) Capital: | 1.278 million Euros | |||||||
| 5) Date Established: | March 16, 1989 | |||||||
6) Financial Results for Most Recent Fiscal Year (Fiscal Year Ended March 31, 2011):
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| 7) Major Shareholder and Ratio of Shares Held: | ||||||||
| Eisai GmbH 100% | ||||||||
| 8) Number of Employees: | 23 (As of April 1, 2011) | |||||||
| 9) Major Business Sites: | Headquarters: | Mathias Brueggen Strasse 142, | ||||||
| D-50829 Koeln, Germany | ||||||||
| 10) Total Number of Shares Issued: | No shares issued due to status as a limited liability | |||||||
| company (GmbH) | ||||||||
(4) Eisai Machinery Shanghai Co., Ltd.
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| 1) Address: | 5F-F, 2272 Hongqiao Road, Shanghai, 200336 China | |||||||
| 2) Representative: | Kenji Hanawa, President | |||||||
| 3) Scope of Business: | Sales support and maintenance of pharmaceutical | |||||||
| machinery | ||||||||
| 4) Capital: | 200,000 U.S. dollars | |||||||
| 5) Date Established: | April 23, 2008 | |||||||
6) Financial Results for Most Recent Fiscal Year (Fiscal Year Ended December 31, 2010):
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| 7) Major Shareholder and Ratio of Shares Held: | ||||||||
| Eisai Machinery Co., Ltd. 100% | ||||||||
| 8) Number of Employees: | 10 (As of April 1, 2011) | |||||||
| 9) Major Business Sites: | Headquarters: | 5F-F, 2272 Hongqiao Road, | ||||||
| Shanghai, 200336 China | ||||||||
| 10) Total Number of Shares Issued: | 1 | |||||||
3. Outline of Purchasers
(1) Bosch Packaging Technology K.K.
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| 1) Address: | 3-6-7 Shibuya, Shibuya-ku, Tokyo |
| 2) Representative: | Joachim Baczewski, President and Representative Director |
| 3) Scope of Business: | Manufacturing, importing, and marketing systems and machinery for medical packaging, food and beverage packaging, confectionery packaging, and providing engineering services |
| 4) Date Established: | August 13, 1982 |
| 5) Major Business Sites: | Headquarters: 3-6-7 Shibuya, Shibuya-ku, Tokyo Funabashi Plant: 2-2-2 Nishiura, Funabashi, Chiba Kansai Sales Office: Shin-Osaka Dai-ichi Mutual Life
Insurance Building Bldg. 4F, 3-5-24 Miyahara,
Yodogawa-ku, Osaka-shi, Osaka |
| 6) Relationship with 爱豆传媒.:No human or capital relationship | |
(2) Robert Bosch North America Corporation
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| 1) Address: | 38000 Hills Tech Drive, Farmington Hills Michigan, U.S.A. 48331 |
| 2) Representative: | Werner Struth, Chairman, President and CEO |
| 3) Scope of Business: | Automotive original equipment and aftermarket, industrial drives and controls, packaging equipment, solar energy, security technology, thermo-technology, healthcare telemedicine and software innovations |
| 4) Date Established: | 1906 |
| 5) Major Business Sites: | More than 80 locations including Farmington Hills, Michigan |
| 6) Relationship with 爱豆传媒.: | No human or capital relationship |
(3) Robert Bosch GmbH
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| 1) Address: | Postfach 10 60 50, 70049 Stuttgart, Germany |
| 2) Representative: | Franz Fehrenbach, Chairman |
| 3) Scope of Business: | Global supplier of technology, products and services in the areas of automotive and industrial technology, consumer goods and building technology |
| 4) Date Established: | November 15, 1886 |
| 5) Major Business Sites: | More than 60 countries including Germany |
| 6) Relationship with 爱豆传媒.: | No human or capital relationship |
4. Change in Eisai's Shareholding
(1) Eisai Machinery Co., Ltd.
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| 1) Number of Shares Held Prior to Transfer: | 130,000 (shareholding ratio 100%) |
| 2) Number of Shares to be Transferred: | 130,000 |
| 3) Number Shares Held After Transfer: | 0 (shareholding ratio 0%) |
(2) Eisai Machinery U.S.A. Inc.
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| 1) Number of Shares Held Prior to Transfer: | 20 (shareholding ratio 100%) |
| 2) Number of Shares to be Transferred: | 20 |
| 3) Number Shares Held After Transfer: | 0 (shareholding ratio 0%) |
(3) Eisai Machinery GmbH.
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| 1) Number of Shares Held Prior to Transfer: | No shares issued due to status as a limited liability company( GmbH) Equity Interest 100% (shareholding ratio 100%) |
| 2) Number of Shares to be Transferred: | Equity Interest 100% |
| 3) Number Shares Held After Transfer: | Equity Interest 0% (shareholding ratio 0%) |
(4) Eisai Machinery Shanghai Co., Ltd.
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| 1) Number of Shares Held Prior to Transfer: | 1 (shareholding ratio 100%) |
| 2) Number of Shares to be Transferred: | 1 |
| 3) Number Shares Held After Transfer: | 0 (shareholding ratio 0%) |
5. Schedule for Stock Transfer
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| February 8, 2012 | Signing of Asset Purchase Agreement |
| March 30, 2012 (tentative) | Transfer of Stock |
6. Business Outlook
This transaction will have only a minor impact on the Eisai Group's consolidated business performance.