May 9, 2024
Sumitomo Pharma Co., Ltd.
Notice of Company Split (Simplified Absorption-type Company Split) of the Frontier Business and Notice of Business Acquisition by a Wholly-Owned Subsidiary of the Company
Sumitomo Pharma Co., Ltd. (the "Company") passed a resolution at its Board of Directors meeting held on May 9, 2024 to implement the company split of its Frontier Business and transfer to FrontAct Co., Ltd. ("FrontAct"), a wholly-owned subsidiary of the Company established on April 1, 2024, (the "Absorption-type Company Split") as described below. The Company also announced that FrontAct has entered into a business transfer agreement for medical business with MELTIN MMI on April 16, 2024. Disclosure items and details are partially omitted as the Absorption-type Company Split is a simplified absorption-type company split with a wholly-owned subsidiary of the Company.
I. The Company Split of the Frontier Business (Absorption-type Company Split)
1. Purpose of the Absorption-type Company Split
The Company operates the Frontier Business aiming to provide new solutions to resolve social issues in the field of non-pharmaceutical healthcare.
The Company established the Frontier Business Office in April 2019, and over the five years since the division's launch, the Company has expanded its development pipeline by securing new business development capabilities, intellectual properties, and business rights and has initiated the building of a platform with data business in mind, to expand its Frontier Business. Including the launch of a new medical device product in 2022, the Company expects to launch multiple products in the future, thereby entering a new phase of establishing a business foundation.
With the Absorption-type Company Split, FrontAct will further expand its network through collaboration and alliances with various business partners and academia as a company with agile business management along with realizing management decisions and business development that immediately respond to changes in customers, markets, and the environment. Under the new structure, FrontAct will pursue the possibility of incorporating capital from other companies in addition to our own capital and will focus on a sense of speed and profitability more than ever, thereby aiming to build a solid position in the business field.
The name "FrontAct" represents the FrontAct's aspiration to create innovation through cutting-edge technology and to take on (Action) new challenges (Front) that transcend the realm of pharmaceuticals. Unbound by conventional healthcare concepts, it aims to provide an innovative solution ecosystem to realize diverse lifestyles of people.
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2. Outline of the Absorption-type Company Split
(1) Schedule
Resolution of the Absorption-type Company
Split by the Board of Directors
Agreement date of the Absorption-type
Company Split
Effective date of the Absorption-type
Company Split
The Absorption-type Company Split shall be implemented without obtaining the approval thereof by a resolution of a shareholders' meeting, as it is a simplified company split as stipulated in Article 784, Paragraph 2 of the Companies Act of Japan.
(2) Company Split Method
An absorption-type company split (a simplified company split) in which the Company shall be the splitting company and FrontAct shall be the succeeding company.
(3) Share Allotments
The Company shall be allotted 200,000 shares of FrontAct's common stock in compensation for the Absorption-type Company Split.
(4) Treatment of Share Options, etc.
The Company has issued neither any share options nor bonds with share options.
(5) Decrease in Capital Due to the Company Split
There will be no decrease in capital, etc. of the Company due to the Company Split.
(6) Rights and Obligations to be Succeeded by the Succeeding Company FrontAct shall succeed to the assets, liabilities, and status under contracts (excluding employment contracts) related to the Frontier Business of the Company thereof to the extent specified by the Absorption-type Company Split Agreement. As regards the succession of the obligations, it will be carried out by the assumption of obligation releasing an old obligor.
(7) Prospect for Fulfillment of Obligations
The Company has concluded that there will be no problems regarding the certainty of fulfilling the obligations to be borne by the Company and FrontAct after the Absorption-type Company Split.
3. Summary of the Company Involved in the Company Split (as of May 9, 2024)
Splitting Company | Succeeding Company | ||
(1) | Company Name | Sumitomo Pharma Co., | FrontAct Co., Ltd. |
Ltd. | |||
(2) | Location | 6-8, Doshomachi 2- | 17-24, Shinkawa 1-Chome, |
2 |
Chome, Chuo-ku, Osaka | Chuo-ku, Tokyo, NMF | ||
Kayabacho Building 5F | |||
Name and Title of | Hiroshi Nomura, | Takehiko Nomura, | |
(3) | Representative Director, | Representative Director, | |
Representative | |||
President and CEO | President and CEO | ||
R&D, manufacturing, sales, | |||
Manufacturing and sales, | leasing, import/export, etc. | ||
of products, software, and | |||
(4) | Business | etc. of pharmaceuticals | |
systems related to medical | |||
and others | |||
care, nursing care, welfare, | |||
health, lifestyle, and others | |||
(5) | Capital | 22.4 billion yen | 1 million yen |
(6) | Established | May 14, 1897 | April 1, 2024 |
(7) | Outstanding | 397,900,154 shares | 100 shares |
Shares | |||
(8) | Fiscal Year-End | March 31 | March 31 |
Major | Sumitomo Chemical Co., | Wholly-owned subsidiary of | |
(9) | Shareholders and | ||
Ltd. 51.76% | the Company | ||
Shareholding Ratio | |||
(10) | Financial position and operating results at the end of the previous fiscal year | ||
(the fiscal year ended March 31, 2023 (consolidated)) | |||
Capital | 406,782 million yen | - | |
Assets | 1,134,742 million yen | - | |
Equity Attributable | |||
to Owners of the | 1,023.80 yen | - | |
Parent per Share | |||
Revenue | 555,544 million yen | - | |
Operating Profit | (76,979 million yen) | - | |
(loss) | |||
Net Profit (loss) | (96,714 million yen) | - | |
Basic Earnings per | (187.55 yen) | - | |
Share | |||
4. Summary of the Business Division to be Split Off
(1) Description of the Business to be Split Off
It is the Company's Frontier Business and includes the following.
- R&D, manufacturing, processing, designing, maintenance, management, sales, trading, leasing, repairing, import/export of products, software, and systems related to medical care, nursing care, welfare, health, lifestyle, and others
- Provision of services related to medical care, nursing care, welfare, health, lifestyle, and others
- Collecting, surveying, analyzing, researching of various information and data, information processing services, and information provision services related to medical care, nursing care, welfare, health, lifestyle, and others
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(2) Operating Results of the Division to be Split Off
Revenue (estimated for the fiscal year ended March 31, 2024): 50 million yen
- Items and Amounts of Assets and Liabilities to be Split Off (as of December 31, 2023)
Assets | Liabilities | ||||||
Item | Book Value | Item | Book Value | ||||
Current Assets | 481 | million yen | Current Liabilities | 128 | million yen | ||
Fixed Assets | 2,057 | million yen | Fixed Liabilities | 83 | million yen | ||
Total | 2,538 | million yen | Total | 211 | million yen |
5. Status of the Company and FrontAct after the Company Split
There will be no change to the company name, description of business, location of the head office, representative, capital, and fiscal year of the Company and FrontAct after the company split.
6. Financial Impact on Business Performance
No major impact is expected from the Absorption-type Company Split on the Company's consolidated financial results.
II. Acquisition of the Medical Business of MELTIN MMI by FrontAct
1. Purpose of Business Acquisition
The Company launched the MELTz® Hand Rehabilitation System ("MELTz®"), co- developed with MELTIN MMI, on September 30, 2022. MELTz® is a robotic neurorehabilitation device (certified device) that enables motion assistance in accordance with the patient's movement intentions through its unique AI analysis of myoelectric signals from patients with hand and finger paralysis, converting them into robotic movements. MELTz® Portable (non-medical device) with simplified function is also under development and is expected to start full-scale sales around 2026. Various related solutions are also scheduled to be offered.
Upon succession of the Frontier Business through the Absorption-type Company Split and acquisition of the Medical Business from MELTIN MMI, FrontAct shall integrate the manufacturing and sales functions of MELTz® and maximize synergy effects by unifying R&D and sales of the succeeding products.
2. Summary of the Business Acquisition
(1) Description of the Business to be Acquired
Manufacturing and sales of MELTz® Hand Rehabilitation System and development of MELTz® -related business
- Operating Results of Business to be Acquired Non-disclosure
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- Items and Amounts of Assets and Liabilities of the Business to be Acquired Non-disclosure (assets and liabilities to be assumed are small)
- Acquisition Price and Settlement Method
By agreement between the parties, the acquisition price is undisclosed, however, the amount is small. The settlement method is expected to be cash.
(5) Summary of the Company to be Acquired
(1) | Company Name | MELTIN MMI | |||||||||
(2) | Location | 17-24 Shinkawa, 1-ChomeChuo-ku, Tokyo, | |||||||||
NMF Kayabacho Building 5F | |||||||||||
(3) | Name and Title of | Mark Kasuya, CEO | |||||||||
Representative | |||||||||||
Cyborg business by using bio-signal and robot | |||||||||||
technology | |||||||||||
(4) | Business | - R&D and commercialization of medical and | |||||||||
welfare equipment | |||||||||||
- R&D and commercialization of empowering | |||||||||||
robots and devices | |||||||||||
(5) | Capital | 100 million yen | |||||||||
(6) | Net assets | Non-disclosure | |||||||||
(7) | Total assets | Non-disclosure | |||||||||
(8) | Established | July 19, 2013 | |||||||||
Major Shareholders | Non-disclosure | ||||||||||
(9) | and Shareholding | ||||||||||
Ratio | |||||||||||
Capital | The | Company | has | invested | |||||||
therein, | but the shareholding | ||||||||||
Relationship | |||||||||||
ratio is undisclosed. | |||||||||||
One member of the Board of | |||||||||||
Personal | Directors | of | the | Company | |||||||
Relationship | Relationship | concurrently serves as a director | |||||||||
(10) | Between the | of MELTIN MMI. | |||||||||
Company and | Business | The | Company | purchases and | |||||||
MELTIN MMI | Relationship | sells MELTz®. | |||||||||
Status of | |||||||||||
Applicability | |||||||||||
to the | Major Shareholder | ||||||||||
Related | |||||||||||
Party | |||||||||||
(6) Schedule | |||||||||||
April 16, 2024 | Date of Agreement | ||||||||||
June 17, 2024 (planned) | Date of Business Acquisition | ||||||||||
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(7) Summary of Accounting Treatment
Accounting standards to be applied are currently under review.
(8) Financial Impact on Business Performance
No major impact is expected from this business acquisition on the Company's consolidated financial results.
Contact:
Corporate Communications
Sumitomo Pharma Co., Ltd.
E-mail:prir@sumitomo-pharma.co.jp
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Sumitomo Pharma Co. Ltd. published this content on 09 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2024 10:40:19 UTC.