Print（PDF/147KB） May 28, 2025 Corporate
(Progress of disclosure matters) Notice Regarding a Company Split (Simplified Absorption-Type Company Split) of the Asian Business and the Execution of a Share Transfer Agreement and a Shareholders' Agreement with Marubeni Global Pharma Corporation
As announced on April 1, 2025, in the "Notice Regarding a Company Split (Simplified Absorption-Type Company Split) of the Asian Business and the Execution of a Share Transfer Agreement and a Shareholders' Agreement with Marubeni Global Pharma Corporation," Sumitomo Pharma Co., Ltd. (the "Company") has entered into a share transfer agreement and a shareholders' agreement with Marubeni Global Pharma Corporation, a wholly owned subsidiary of Marubeni Corporation. The share transfer agreement stipulates that the Asian business of the Company's wholly owned subsidiaries, Sumitomo Pharma (China) Co., Ltd. and Sumitomo Pharma Asia Pacific Pte. Ltd., along with their subsidiaries, will be transferred to an established wholly-owned subsidiary of the Company ("the new company") through an absorption-type company split, and that 60% of the newly issued shares of the new company will be transferred to Marubeni Global Pharma Corporation. The shareholders' agreement related to the new company includes the option for the remaining 40% of the shares of the new company held by the Company to be transferred to Marubeni Global Pharma Corporation.
The Company announced that the establishment of the new company that will serve as the successor company through the absorption-type company split. The new company’s name, representative name and title, capital, employees, major clients, and major banks have been determined as follows.
An Overview of the Succeeding Company (the New Company)
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| 1) Company name | SMP Jumbi Kabushikigaisya (in Japanese only) | |
|---|---|---|
| 2) Location | Chuo-ku, Tokyo | |
| 3) Representative name and title | Founding Director Shigeyuki Nishinaka | |
| 4) Business | Manufacturing and sales of pharmaceuticals and others. | |
| 5) Capital | 25 million JPY | |
| 6) Established | May 13, 2025 | |
| 7) Outstanding shares | 1 Share | |
| 8) Fiscal year-end | March 31 | |
| 9) Employees | 0 | |
| 10) Major clients | None | |
| 11) Major banks | None | |
| 12) Major shareholders and shareholding ratio |
The Company 100% | |
| 13) Relationship between the Company and the new company | ||
| Capital relationship | The Company holds 100% of the issued shares of the new company. | |
| Personal relationship | The Company’s Executive Officer concurrently serves in the same roles for the new company. | |
| Business relationship | Not applicable. | |
| Status of applicability to the related parties | The new company is a consolidated subsidiary of the Company, and it constitutes a related party of the Company. | |
- Disclaimer Regarding Forward-looking Statements
- The statements made in this press release contain forward-looking statements based on management’s assumptions and beliefs in light of information available as of the day of this release, which involve both known and unknown risks and uncertainties. Actual results of those matters covered in the forward-looking statements including financial forecast may differ materially from those contained in this release, due to a number of factors.
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