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. The effective date of Absorption-type Split of Pharmaceutical business of Japan Tobacco Inc has been set as December 1, 2025.
Shionogi & Co Ltd is a Japan-based company mainly engaged in the pharmaceutical business. The Company is mainly engaged in the research and development, purchasing, manufacturing, sales, and related activities of ethical pharmaceuticals. The Company is engaged in research and development, purchasing, manufacturing, and marketing of pharmaceuticals for the treatment of gram-negative bacterial infections, influenza virus infections, new coronavirus infections, invasive aspergillus infections, complicated urinary tract infections including pyelonephritis, Alzheimer's disease, chronic pain, cancer of the esophagus, bladder, head and neck, solid tumors, and other diseases. The Company provides products and services in Japan, Europe, North America, and other regions.
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