Print（PDF/149KB） Oct. 31, 2025 Corporate

(Progress of Disclosure Matters) Confirmation of Gain on Sales of Subsidiary Shares from Asian Business Split and Share Transfer to Marubeni Global Pharma, and Determination of Successor Company Outline

As announced on July 31, 2025, in the "(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," Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; Representative Director, President and CEO: Toru Kimura; Securities Code: 4506, Prime Market of TSE; hereinafter the "Company") has completed the procedures under the agreement with Marubeni Global Pharma Corporation, a wholly owned subsidiary of Marubeni Corporation.

Under this agreement, the Asian business of the Company's former wholly owned subsidiaries, Sumitomo Pharma (China) Co., Ltd. and Sumitomo Pharma Asia Pacific Pte. Ltd., along with their subsidiaries, was succeeded by a newly established wholly owned subsidiary of the Company (SMP Jumbi Kabushikigaisya, (in Japanese only) "the new company") through an absorption-type company split. Subsequently, 60% of the issued shares of the New Company were transferred to Marubeni Global Pharma Corporation. As a result, Sumitomo Pharma (China) and Sumitomo Pharma Asia Pacific were excluded from the Company's consolidated subsidiaries as of the same date.

In the second quarter of the year ending March 2026 (April 1, 2025 – September 30, 2025), the gain on sales of shares of subsidiaries resulting from this share transfer, which was recorded as other income (core), has been finalized. Additionally, the outline of the new company following the absorption-type company split has also been confirmed. Please find the details below.

1. Recognition of Gain on Sales of Shares of Subsidiaries

The Company completed the share transfer agreement on July 31, 2025, and had expected to record a gain on sales of shares of subsidiaries of approximately 45 billion yen. However, as the accounting treatment for the share transfer was finalized in the second quarter of the year ending March 2026, announced today, the Company recorded a gain on sales of shares of subsidiaries of 49.043 billion yen as other income (core).

2. Outline of the New Company Following the Absorption-Type Company Split

(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 115 million JPY
(6) Fiscal year-end March 31

3. Impact on Business Performance

The gain on sales of shares of subsidiaries mentioned above has already been incorporated into the financial results and financial forecasts disclosed today in the “Summary of Consolidated Financial Results for the Second Quarter (First Half) of the Year Ending March 31, 2026 [IFRS]” and the “Sumitomo Pharma Announces Variances Between Its Financial Forecasts and the Actual Results for the Half-Year Ended September 30, 2025, and Revisions to Its Financial Forecasts for the Year Ending March 31, 2026”.

Should any matters requiring disclosure arise in the future, we will promptly make an announcement.

For your reference:

Disclaimer Regarding Forward-looking Statements
This material contains forecasts, projections, goals, plans, and other forward-looking statements regarding the Group’s financial results and other data. Such forward-looking statements are based on the Company’s assumptions, estimates, outlook, and other judgments made in light of information available at the time of disclosure of such statements and involve both known and unknown risks and uncertainties. Accordingly, due to various subsequent factors, forecasts, plans, goals, and other statements may not be realized as described, and actual financial results, success/failure or progress of development, and other projections may differ materially from those presented herein.
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