Print（PDF/176KB） Jul. 31, 2025 Corporate

(Progress of Disclosure Matters) Completion of Procedures for Company Split of Asian Business (Simplified Absorption-Type Company Split) and Share Transfer to 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. (Head Office: Osaka, Japan; Representative Director, President and CEO: Toru Kimura; Securities Code: 4506, Prime Market of TSE, 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 (SMP Jumbi Kabushikigaisya, (in Japanese only) "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 terms 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 today that the said company split and share transfer have been completed as of July 31, 2025, and that Sumitomo Pharma (China) and Sumitomo Pharma Asia Pacific are no longer its consolidated subsidiaries.

Through this share transfer, the Company expects to record a gain on sales of shares of subsidiaries of approximately 45 billion yen (before tax) as an other income (core) in the second quarter of the year ending March 2026, which has been factored in the financial forecasts announced on May 13, 2025. The estimated amount of the gain on sales of shares of subsidiaries is based on the information currently available and is not a finalized figure. The Company will promptly announce any matters that require disclosure if they arise in the future.

The Company aims to achieve sustainable growth by leveraging the consideration obtained from these agreements for initiatives that strengthen its financial foundation and by establishing growth engines and concentrating its management resources on focus areas.