Shionogi & Co., Ltd. (TSE:4507) agreed to acquire Pharmaceutical business of Japan Tobacco Inc from Japan Tobacco Inc. (TSE:2914) on May 7, 2025. Negotiations on the Tender Offer Price have taken place consistently between the Target Company and the Tender Offeror from the beginning, without the involvement of Japan Tobacco. In light of these circumstances, the Special Committee does not believe that the terms and conditions of the Absorption-type Split have had any adverse impact on the terms and conditions of the Tender Offer, including the Tender Offer Price. In addition, the Special Committee has confirmed, from sources including answers received from the Tender Offeror and Japan Tobacco, that, in regard to the proposed acquisition of the JT Pharmaceutical Business the Tender Offeror through the Absorption-type Split in connection with the Transaction. After consideration, the Tender Offeror concluded that acquiring the JT Pharmaceutical Business and making the Target Company a wholly-owned subsidiary of the Tender Offeror was highly significant to realizing the vision.

For the period ending December 31, 2024, Pharmaceutical business of Japan Tobacco Inc reported total revenue of ¥44.94 billion. The expected completion of the transaction is December 1, 2025 to December 31, 2025.