TAISHO PHARMA 
By
To Whom It May Concern
February 26, 2014
Company Name: Taisho Pharmaceutical Holdings Co., Ltd. Head Office: 3-24-1, Takada, Toshima-ku, Tokyo Representative: Akira Uehara, President and CEO
(First Section of the TSE: Code 4581)
Contact: Masaki Tsuboi, General Manager
Public Relations Section
(Tel: +81-3-3985-1115)
Taisho Pharmaceutical Holdings Co., Ltd. ("the Company") announced that the Company's Board of Directors resolved today to conduct a transfer of group company subsidiary through a dividend payment in kind to acquire stocks of a subsidiary owned in part by wholly-owned group company Taisho Pharmaceutical Co. Ltd. ("Taisho Pharmaceutical"). Details of this acquisition of stocks in a group company subsidiary are as follows.
1. Details of the transfer
The Company was incorporated as a wholly-vested parent company of Taisho Pharmaceutical as a result of a share transfer on October 3, 2011. The transfer of group company subsidiary herein is part of a group reorganization that, as announced by Taisho Pharmaceutical prior to the share transfer in the Notice of Incorporation of Holding Company through Sole-Share Transfer on May
13, 2011, aims to "distribute the management resources" effectively for the group as a whole. Consequently Taisho Pharmaceutical will pay dividend in kind to transfer all stocks it owns in Biofermin Pharmaceutical Co., Ltd. ("Biofermin Pharmaceutical") to the Company, thereby converting Biofermin Pharmaceutical into a directly-owned subsidiary of the Company.
2. Overview of group company subsidiary to be transferred
(1) Name | Biofermin Pharmaceutical Co., Ltd. |
(2) Location | 5-5, Sanbancho, Nagata-ku, Kobe |
(3) Representatives | Takaaki Fujimoto, Representative Director and President |
(4) Primary business | Manufacture and sales of pharmaceuticals and other products |
(5) Paid-in capital | ¥1,227 million |
(6) Share ownership (proxy) ratio | Taisho Pharmaceutical 63.98% |
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3. Overview of company to pay dividend in kind
(1) Name | Taisho Pharmaceutical Co., Ltd. |
(2) Location | 3-24-1, Takada, Toshima-ku, Tokyo |
(3) Representative | Shigeru Uehara, Representative Director and President |
(4) Primary business | Manufacture and sale of over-the-counter (OTC) drugs, food, other goods, and prescription pharmaceuticals |
(5) Paid-in capital | ¥29,804 million |
4. Schedule
Wednesday, February 26, 2014 Board of Directors resolution
Friday, March 28, 2014 Dividend in kind payment
5. Outlook
This transfer will not impact the Company's financial performance, as it will be executed within the group without a change in non-consolidated and consolidated net assets.
Meanwhile, the Company will continue to examine the strategic reorganization of group companies, aimed at distributing management resources effectively. Details shall be notified promptly should decisions be made.
(Reference) Consolidated Results and Forecasts (As of October 31, 2013)
Net sales | Operating income | Ordinary income | Net income | |
Forecasts (fiscal year ending March 31, 2014) | ¥294,500 million | ¥38,000 million | ¥46,500 million | ¥30,000 million |
Results (fiscal year ended March 31, 2013) | ¥285,168 million | ¥35,337 million | ¥44,173 million | ¥26,320 million |
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(Reference)
Current Group Structure
Taisho Pharmaceutical Holdings
100%
55%
34%
24.26%
Taisho Pharmaceutical Taisho Toyama
Pharmaceutical
Toyama Chemical Yomeishu Seizo
45%
Subsidiaries and affiliates
(including Biofermin
Pharmaceutical)
Group Structure after Dividend in Kind Payment
(March 28, 2014 onward)
Taisho Pharmaceutical Holdings
100%
63.98%
55%
34%
24.26%
Taisho
Pharmaceutical
Biofermin
Pharmaceutical
Taisho Toyama
Pharmaceutical
Toyama
Chemical
Yomeishu
Seizo
45%
Subsidiaries
and affiliates
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