Print（PDF/155KB） Feb. 28, 2025 Corporate
Notice of Capital Reorganization within Sumitomo Pharma Group
Sumitomo Pharma Co., Ltd. (hereinafter "the Company") announced today that the Company has decided to acquire shares from Sumitomo Pharma UK Holdings, Ltd. (hereinafter "SMPUK"), a wholly owned subsidiary of the Company, of Sumitomo Pharma America, Inc. (hereinafter "SMPA"), a subsidiary of SMPUK, and Sumitomo Pharma Switzerland GmbH (hereinafter "SMPS"), a sub-subsidiary of SMPUK, through an in-kind distribution, and make them subsidiaries (hereinafter "Capital Reorganization") of the Company.
1. Reason for the Capital Reorganization
Given that, the revenue in North America from the three key products sold by SMPA, ORGOVYX®, MYFEMBREE®, and "GEMTESA®" will support the revenue of the Company’s group for the time being, the Company has decided to carry out the Capital Reorganization to establish a structure where the Company can be more directly involved in the management and operation of its North American business, which is becoming increasingly important for the Company, by making SMPA and SMPS its direct subsidiaries.
2．Overview of the Subsidiary and Sub-subsidiary to be Distributed In-kind to the Company (as of March 31, 2024)
Sumitomo Pharma America, Inc.
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| 1) Company Name | Sumitomo Pharma America, Inc. | ||
|---|---|---|---|
| 2) Location | Marlborough, Massachusetts, USA | ||
| 3) Representative name and title | President and Chief Executive Officer; Tsutomu Nakagawa (April 2024) | ||
| 4) Business | Manufacturing and sales of pharmaceuticals | ||
| 5) Capital | US$1 thousand | ||
| 6) Establishment | January,1984 | ||
| 7) Major shareholders and shareholding ratio | SMPUK 100% (100% subsidiary of the Company) | ||
| 8) Relationship between the Company and SMPA | Capital relationship | SMPUK, a subsidiary of the Company, holds 100% of the outstanding shares of SMPA | |
| Personal relationship | One of the Company's executive officers serves as a director of SMPA. In addition, employees of the Company are seconded to SMPA | ||
| Business relationship | SMPA is entrusted by the Company with the procurement of intermediate products, packaging, sales, and development of the Company's products. The Company provides a loan to SMPA | ||
| 9) Financial conditions and business results for the past three years of SMPA | |||
| Unit: thousand US dollar | |||
| Accounting period | Fiscal year ended March 2022 | Fiscal year ended March 2023 | Fiscal year ended March 2024 |
| Net assets | 1,743,942 | 1,098,532 | (454,963) |
| Total assets | 3,784,047 | 2,841,760 | 1,842,559 |
| Book Value per Share | 1,744 | 1,099 | (454,963) |
| Revenue | 2,564,067 | 1,834,525 | 880,687 |
| Operating Profit | 301,413 | (589,004) | (670,870) |
| Net Profit | 300,731 | (545,755) | (670,930) |
| Dividend per Share | - | - | - |
| Earnings per Share | 301 | (546) | (2,684) |
Sumitomo Pharma Switzerland GmbH
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| 1) Company Name | Sumitomo Pharma Switzerland GmbH | ||
|---|---|---|---|
| 2) Location | Basel, Switzerland | ||
| 3) Representative name and title | General Manager; Laura Genatossio | ||
| 4) Business | Manufacturing and sales of pharmaceuticals | ||
| 5) Capital | US$59 thousand | ||
| 6) Establishment | August 2016 | ||
| 7) Major shareholders and shareholding ratio | Myovant Holdings Ltd. 100% (100% subsidiary of SMPUK) | ||
| 8) Relationship between the Company and SMPS | Capital relationship | Myovant Holdings Ltd., a sub-subsidiary of the Company, holds 100% of the outstanding shares of SMPS | |
| Personal relationship | One of the Company's executive officers serves as an officer of SMPS | ||
| Business relationship | The Company provides a loan to SMPS | ||
| 9) Financial conditions and business results for the past three years of SMPS | |||
| Unit: thousand US dollar | |||
| Accounting period | Fiscal year ended March 2022 | Fiscal year ended March 2023 | Fiscal year ended March 2024 |
| Net assets | (595,612) | (972,390) | (1,084,495) |
| Total assets | 415,327 | 208,185 | 387,165 |
| Book Value per Share | (2,978) | (4,862) | (5,395) |
| Revenue | 150,273 | 259,592 | 127,354 |
| Operating Profit | (224,103) | (362,891) | (104,468) |
| Net Profit | (237,898) | (381,630) | (104,263) |
| Dividend per Share | - | - | - |
| Earnings per Share | (1,189) | (1,908) | (521) |
3．Outline of the subsidiary (counterparty) that will make a distribution in kind to the Company (as of March 31, 2024)
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| 1) Company Name | Sumitomo Pharma UK Holdings, Ltd. | |
|---|---|---|
| 2) Location | London, UK | |
| 3) Representative name and title | Transactions Officer; Monika Adams | |
| 4) Business | Management of subsidiaries in Europe and the U.S., and formulation and promotion of business strategies, etc. | |
| 5) Capital | US$3 thousand | |
| 6) Date of Establishment | October 2019 | |
| 7) Net assets | US$3,815,887 thousand | |
| 8) Total assets | US$4,813,044 thousand | |
| 9) Major shareholders and shareholding ratio | The Company 100% | |
| 10) Relationship between the Company and SMPUK | Capital relationship | The Company holds 100% of the outstanding shares of SMPUK |
| Personal relationship | Six of the Company's directors and executive officers serve as directors of SMPUK | |
| Business relationship | The Company provides a loan to SMPUK | |
| Applicability to related parties | SMPUK is a consolidated subsidiary of the Company and falls under the category of a related party. | |
4. Regarding the Disposition of Surplus Funds at SMPUK
SMPUK will implement a distribution (in-kind distribution) using its other capital surplus as the source.
- 1) Matters Regarding the Allocation of Distribution Assets to Shareholders
At the effective date of the in-kind distribution, all of the distribution assets will be allocated to the Company, which holds all of the issued and outstanding shares of SMPUK at that time. - 2) Effective date of the distribution payment
Late March 2025 (planned)
5. Date of change
Late March 2025 (planned)
6. Future Outlook
The effect of the change of the sub-subsidiary due to the reorganization among consolidated subsidiaries on the Company's consolidated results of operations is not material.
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