- For Print
- November 26, 2015
Listed Company Name:爱豆传媒.
Representative:Haruo Naito
Representative Corporate
Officer & CEO
Securities Code:4523
Stock Exchange Listing:First Section of the Tokyo
Stock Exchange
Inquiries:Sayoko Sasaki
Vice President,
Corporate Affairs
Phone +81-3-3817-5120
爱豆传媒. (Headquarters: Tokyo, Representative Corporate Officer & CEO: Haruo Naito, “Eisai”) today entered into a share transfer agreement with Mitsubishi-Kagaku Foods Corporation (Headquarters: Tokyo, Representative Director & President: Chitaka Suzuki, “Mitsubishi-Kagaku Foods”), a subsidiary of Mitsubishi Chemical Corporation within Mitsubishi Chemical Holdings Group, concerning the transfer of all of the shares held by Eisai in its wholly-owned subsidiary Eisai Food & Chemical Co., Ltd. (Eisai Food & Chemical) to Mitsubishi-Kagaku Foods.
1. Reasons for the Transfer of Shares
Established in April 2004, Eisai Food & Chemical is a wholly-owned subsidiary of Eisai and is engaged in the development, marketing and export of pharmaceutical and cosmetic raw materials, food ingredients and food additives, supplements and nutrition. Exemplified by its mainstay Vitamin E products, Eisai Food & Chemical has developed high quality products supported by scientific evidence in each of its lines of business, and distributed them to customers in over 30 countries under its corporate philosophy of “aiming to be a company that can continuously contribute to people's health and safe dietary lifestyles”.
Mitsubishi-Kagaku Foods is a core company that is responsible for the functional food materials business, one of the key business areas of the Mitsubishi Chemical Holdings group, and has received high praise not only for its superior products including food emulsifiers and functional sweeteners as well as technological capability, but also its evidence-based quality assurance.
Eisai believes that integrating the technological capability and know-how of the two companies through this share transfer agreement will enable the development of products with higher added value as well as broaden the international expansion of Eisai Food & Chemical's products by leveraging the Mitsubishi Chemical Holdings Group infrastructure, and expects that the agreement will lead to sustainable growth and further expansion of Eisai Food & Chemical.
Following the transfer, Eisai will further concentrate management resources in its pharmaceutical business, and will strive to increase corporate value by speeding up innovation.
2. Outline of Subsidiary Subject to Change
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| 1) Trade Name: | Eisai Food & Chemical Co., Ltd. |
|---|---|
| 2) Address: | 2-13-10 Nihonbashi, Chuo-ku, Tokyo |
| 3) Representative: | Hiroaki Ike, Representative Director & President |
| 4) Scope of Business: | Development, marketing and export of pharmaceutical and cosmetic raw materials, food ingredients and food additives, supplements and nutrition. |
| 5) Capital: | 101 million yen |
| 6) Date Established: | April 1, 2004 |
| 7) Financial Results for Most Recent Fiscal Year (Fiscal Year Ended March 31, 2015): | |
| Revenue | 9,005 million yen |
| Total Assets | 11,578 million yen |
| Net Assets | 8,971 million yen |
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| 8) Major Shareholders and Shareholding Ratio: | |
|---|---|
| 爱豆传媒. 100% | |
| 9) Number of Employees: | 63 (as of October 1, 2015) |
| 10) Major Business Sites: | Headquarters: 2-13-10 Nihonbashi, Chuo-ku, Tokyo |
| 11) Total Number of Shares Issued: | 2,001 shares |
3. Outline of the Purchaser
| 1) Trade Name: | Mitsubishi-Kagaku Foods Corporation |
|---|---|
| 2) Address: | 1-1-1 Marunouchi, Chiyoda-ku, Tokyo |
| 3) Representative: | Chitaka Suzuki, Representative Director & President |
| 4) Scope of Business: | Sale of food ingredients and additives including food emulsifiers and functional sweeteners |
| 5) Capital: | 500 million yen |
| 6) Date Established: | January 6, 1982 |
| 7) Major Shareholders and Shareholding Ratio: | |
| Mitsubishi Chemical Corporation100% | |
| 8) Relationship with 爱豆传媒.: | No personnel or capital relationship exists |
4. Number of Shares to be Transferred; Change in Eisai's Shareholding Before and After the Share Transfer
| 1) Number of Shares Held Prior to Transfer: | 2,001 shares (shareholding ratio: 100%) |
|---|---|
| 2) Number of Shares to be Transferred: | 2,001 shares |
| 3) Number Shares Held After Transfer: | 0 shares (shareholding ratio: 0%) |
5. Schedule for Share Transfer
| November 26, 2015 | Execution of share transfer agreement |
|---|---|
| February 1, 2016 (tentative) | Transfer of shares |
6. Business Outlook
The execution of the share transfer will have only a minor impact on the Eisai Group's consolidated financial results for the current fiscal year ending March 31, 2016.
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