May 31, 2023
To whom it may concern
Company: Teijin Limited
Representative: Akimoto Uchikawa, President and CEO Stock code: 3401 (Prime Market, Tokyo Stock Exchange)
Contact: Naoki Hamashima, General Manager,
Investor and Public Relations Department
TEL: +81-3-3506-4395
Notice on Establishment of a Subsidiary by Company Split
(Simplified Incorporation-type Company Split)
Teijin Limited (hereinafter, the "Company") hereby announces that it has resolved at its Board of Directors meeting held today to transfer the rights and obligations arising from its contract development and manufacturing organization (CDMO) business for regenerative medicines, including cell and gene therapies, to TEIJIN REGENET CO.,LTD., a new company to be established (hereinafter, the "successor company"), through an incorporation-type company split (hereinafter, the "Company Split"), with August 1, 2023 as effective date (planned).
As the Company Split is a simplified incorporation-type company split involving only the Company, some disclosure items and contents are omitted from this announcement.
1. Purpose of the Company Split
The Company Split will be implemented to promote agile and flexible business strategy for the purpose of developing and expanding the CDMO business for regenerative medicines, including cell and gene therapies (hereinafter, the "Business").
2. Outline of the Company Split
- Schedule for the Company Split
Board of Directors resolution on the Company Split plan: May 31, 2023
Planned date of the Company Split (effective date): August 1, 2023 (planned)
*As the Company Split meets the requirements for a simplified incorporation-type company split in accordance with the provisions of Article 805 of the Companies Act of Japan, the Company does not require approval at its General Meeting of Shareholders.
- Method of the Company Split
The Company Split is a simplified company split in which the Company is the splitting company and the company to be newly established is the successor company, and the newly established company will be a wholly owned subsidiary of the Company.
- Allocation of shares upon the Company Split
The successor company will issue 10,000 shares of common stock upon the Company Split, and all the shares will be allocated to the Company.
- Treatment of stock acquisition rights or bonds with stock acquisition rights upon the Company Split
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There will be no change in the handling of issued stock acquisition rights due to the Company Split.
- Increase or decrease in capital due to the Company Split
There will be no increase or decrease in capital due to the Company Split.
- Rights and obligations to be assumed by the successor company
The successor company will assume the assets, liabilities, contractual status, and other rights and obligations with respect to the Business prescribed in the Company Split plan to be established on May 31, 2023.
- Prospects for fulfilling financial obligations
It is expected that the amount of assets of the successor company after the effective date of the Company Split will exceed that of liabilities. As of today, it is not anticipated that any event that is likely to hinder fulfillment of financial obligations to be borne by the successor company will occur on or after the effective date of the Company Split.
Thus, we have judged that the obligations of the successor company are expected to be fulfilled on and after the effective date of the Company Split.
3. Outline of Parties involved in the Company Split
Splitting company | Successor company | |||
(As of March 31, 2023) | (August 1, 2023; Planned) | |||
Company name | Teijin Limited | TEIJIN REGENET CO., LTD. | ||
Location of head | 2-4, Nakanoshima 3-chome,Kita- | Kasumigaseki Common Gate | ||
office | ku, Osaka, Japan | West Tower,2-1,Kasumigaseki 3- | ||
chome, Chiyoda-ku, Tokyo, | ||||
Japan | ||||
Name of | President and CEO, | President and Representative | ||
representative | Representative Director of the | Director | ||
Board | ||||
Takayuki Nakano | ||||
Akimoto Uchikawa | ||||
Businesses | Research, production and sales | CDMO business for regenerative | ||
of synthetic fibers and chemical | medicines, including cell and | |||
products, etc. | ||||
gene therapies | ||||
Capital | 71,833 million yen | 100 million yen | ||
Date of | June 17, 1918 | August 1, 2023 (Planned) | ||
establishment | ||||
Number of shares | 197,953,707 | 10,000 (Planned) | ||
issued | ||||
Accounting period | March 31 | March 31 | ||
Major shareholders | The Master Trust Bank | 17.11% | Teijin Limited | 100.00% |
and shareholding | of Japan, Ltd. (Trust | |||
ratio | account) | |||
Custody Bank of | 6.69% | |||
Japan, Ltd. (Trust | ||||
account) | ||||
Nippon Life Insurance | 3.66% | |||
2 |
Company
And others
Note: The shareholding ratio has been calculated after excluding treasury stocks.
4. Consolidated Financial Position and Operating Results of the Splitting Company for the Latest Fiscal Year
Year ended March 31, 2023 (consolidated)
Net assets | 451,084 million yen |
Total assets | 1,242,433 million yen |
Shareholders' equity per share | 2,209.82 yen |
Net sales | 1,018,751 million yen |
Operating income | 12,863 million yen |
Ordinary income | 9,100 million yen |
Profit attributable to owners of parent | (17,695) million yen |
Earnings per share | (92.04) yen |
5. Overview of the Business to be Split
- Business to be split
CDMO business for regenerative medicines, including cell and gene therapies
- Operating results of the Business to be split (year ended March 31, 2023)
The Business is a new business and has not contributed to the Company for the latest fiscal year.
- Amount of assets and liabilities to be split (As of March 31, 2023)
Assets | Liabilities | ||
Item | Book value | Item | Book value |
Current assets | 3,586 million yen | Current liabilities | - |
Noncurrent assets | 430 million yen | Noncurrent liabilities | 16 million yen |
Total | 4,016 million yen | Total | 16 million yen |
Note: The actual amount of the assets and liabilities to be split may vary from the amounts stated above after reflecting any increase or decrease of the assets and liabilities occurring prior to the effective date of the Company Split.
6. Status of the Company after the Company Split
The company name, location of head office, title and name of representative, businesses, capital, and accounting period of the Company will not change after the Company Split.
7. Financial Outlook
The impact of the Company Split on the business performance of the Company is expected to be minor. However, we will make an announcement as quickly as possible if any matter requiring disclosure occurs in the future.
- End -
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Disclaimer
Teijin Limited published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 08:10:26 UTC.