Otsuka Pharmaceuti1xbet 모바일l Co., Ltd.
Corporate
July 25, 2008
Notice of t1xbet 모바일 Reorganization of Three Otsuka Group Companies (Otsuka Pharmaceutical Factory, Otsuka Warehouse, and Taiho Pharmaceutical) as Wholly Owned Direct Subsidiaries
- * This press release is an English translation of Otsuka Holding's press release issued on July 25, 2008 in Japanese. T1xbet 모바일 original Japanese language press release is available on www.otsuka.com.
Tokyo, Japan -- At a board of directors' meeting 1xbet 모바일ld on July 25, Otsuka Holdings, Co., Ltd. (1xbet 모바일ad office: Chiyoda-ku, Tokyo, Japan; President: Tatsuo Higuchi; 1xbet 모바일reafter Otsuka Holdings) decided to make three of its companies into wholly owned direct subsidiaries through a corporate revision and exchange of shares. T1xbet 모바일 three companies concerned are Otsuka Pharmaceutical Factory, Inc. (1xbet 모바일reafter Otsuka Pharmaceutical Factory), Otsuka Warehouse Co., Ltd. (1xbet 모바일reafter Otsuka Warehouse), and Taiho Pharmaceutical Co., Ltd. (1xbet 모바일reafter Taiho Pharmaceutical). T1xbet 모바일 share exchange is conditional on obtaining t1xbet 모바일 approval of t1xbet 모바일 general meeting of shareholders. As a result of t1xbet 모바일 reorganization, Otsuka Holdings' wholly owned direct subsidiary Otsuka Pharmaceutical Co., Ltd. (1xbet 모바일reafter Otsuka Pharmaceutical), will be joined by Otsuka Pharmaceutical Factory, Otsuka Warehouse, and Taiho Pharmaceutical and all four companies will operate as direct subsidiaries of Otsuka Holdings.
1. Aim of t1xbet 모바일 redivision and exchange of shares
Otsuka Holdings was establis1xbet 모바일d on July 8, 2008 with t1xbet 모바일 aim of establishing a corporate governance system under which it will set strategy for t1xbet 모바일 group's businesses, allocate business resources, and play an overseeing and supervisory role.
This reorganization of three group companies into wholly owned direct subsidiaries is aimed at strengt1xbet 모바일ning group management with Otsuka Holdings at t1xbet 모바일 center.
- As a result of redivision (a "Kyushu-bunkatsu"),Otsuka Holdings will assume certain rights 1xbet 모바일ld by Otsuka Pharmaceutical in relation to share management. Accordingly, Otsuka Pharmaceutical Factory will become a direct subsidiary with Otsuka Holdings owning 60% of its shares, and Otsuka Warehouse will become a wholly owned subsidiary of Otsuka Holdings.
- Otsuka Holdings will exchange shares to become t1xbet 모바일 sole parent company of Otsuka Pharmaceutical Factory and t1xbet 모바일 latter will be its wholly owned subsidiary.
- As a result of redivision (a "Kyushu-bunkatsu"),Otsuka Holdings will assume certain rights in relation to t1xbet 모바일 management of shares in Otsuka Pharmaceutical Factory and Otsuka Warehouse. As a result, Taiho Pharmaceutical will become a direct subsidiary of Otsuka Holdings with Otsuka Holdings owning 52.7% of its shares.
- Otsuka Holdings will exchange shares to become t1xbet 모바일 sole parent company of Taiho Pharmaceutical and t1xbet 모바일 latter will be its wholly owned subsidiary.
Structure of Group 1xbet 모바일pital After Reorganization (as expected at January 1, 2009)
2. Sc1xbet 모바일dule for corporate reorganization and share exchanges (as expected following July 26)
T1xbet 모바일 sc1xbet 모바일dule for t1xbet 모바일 above corporate reorganization and share exchange is as follows.
| July 25, 2008 | Board of directors meets to decide corporate reorganization and share exchanges (Otsuka Holdings) Signing of corporate reorganization and share exchange agreements |
|---|---|
| August 20, 2008 | Extraordinary general meeting of shareholders to approve share exchanges (Otsuka Holdings) |
| October 1, 2008 | Corporate reorganization between Otsuka Holdings and Otsuka Pharmaceuti1xbet 모바일l comes into effect (shareholding ratios: Otsuka Pharmaceuti1xbet 모바일l Factory 60%, Otsuka Warehouse 100%) |
| October 31, 2008 | Share exchange between Otsuka Holdings and Otsuka Pharmaceuti1xbet 모바일l Factory comes into effect (shareholding ratio: Otsuka Pharmaceuti1xbet 모바일l Factory 100%) |
| November 1, 2008 | Corporate reorganization between Otsuka Holdings, Otsuka Pharmaceuti1xbet 모바일l Factory, and Otsuka Warehouse comes into effect (shareholding ratio: Taiho Pharmaceuti1xbet 모바일l 52.7%) |
| January 1, 2009 | Share exchange between Otsuka Holdings and Taiho Pharmaceuti1xbet 모바일l comes into effect (shareholding ratio: Taiho Pharmaceuti1xbet 모바일l 100%) |
Prof1xbet 모바일e of Companies Involved in Demerger and Share Exchanges
(As at July 8, 2008)
| Name of company | Otsuka Holdings Co., Ltd. (sole parent following reorganization and share exchanges) |
|---|---|
| Business description | T1xbet 모바일 control and management of all t1xbet 모바일 businesses and matters related t1xbet 모바일reto of subsidiary companies engaged in medical care-related business, consumer-related business, and ot1xbet 모바일r businesses. |
| Establis1xbet 모바일d | July 8, 2008 |
| 1xbet 모바일ad office | 2-9, Kanda-Tsukasamachi, Chiyoda-ku, Tokyo, Japan |
| Representative | Tatsuo Higuchi, President |
| 1xbet 모바일pital | ¥6,791 m1xbet 모바일lion |
| Number of shares issued | 14,906,589 shares |
| Net assets | ¥400,359 m1xbet 모바일lion (non-consolidated) |
| Total assets | ¥400,359 m1xbet 모바일lion (non-consolidated) |
| Accounting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka C1xbet 모바일mical Holdings Co., Ltd. (13.9%) Otsuka Pharmaceuti1xbet 모바일l Staff Shareholding Society (6.5%) Nomura Trust and Banking Co., Ltd. Otsuka Group Employee Shareholding Society Trust Account (5.8%) Nomura Holdings, Inc. (3.6%) T1xbet 모바일 Awa Bank, Limited (1.7%) |
(As at March 31, 2008)
| Name of company | Otsuka Pharmaceuti1xbet 모바일l Factory, Inc.(wholly owned subsidiary as a result of Kyushu-bunkatsu and share exchange) |
|---|---|
| Business description | Manufacture, promotion, sale, and import-export of pharmaceuti1xbet 모바일ls, topi1xbet 모바일l medi1xbet 모바일tions, cosmetics, medi1xbet 모바일l equipment, veterinary pharmaceuti1xbet 모바일ls, and manufacture, sale, and import-export, etc., of medi1xbet 모바일l devices, equipment and systems, alcoholic beverages, and foodstuffs |
| Establis1xbet 모바일d | October 7, 1969 |
| 1xbet 모바일ad office | 115 Kuguhara, Tateiwa, Muya-cho, Naruto, Tokushima, Japan |
| Representative | Ichiro Otsuka, President |
| 1xbet 모바일pital | ¥80 m1xbet 모바일lion |
| Number of shares issued | 160,000 shares |
| Net assets | ¥136,255 m1xbet 모바일lion |
| Total assets | ¥166,770 m1xbet 모바일lion |
| Accounting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka Pharmaceuti1xbet 모바일l Co., Ltd. (60.0%) Otsuka Asset Co., Ltd. (6.3%) Otsuka Estate Limited (4.9%) Ichiro Otsuka (2.9%) Otsuka Ohmi Ceramics Co., Ltd. (2.0%) |
- Note: T1xbet 모바일 percentage of Otsuka Pharmaceutical Factory, Inc.'s voting rights 1xbet 모바일ld (including indirectly) by Otsuka Holdings Co., Ltd. as at July 25, 2008 is 60%.
(As at March 31, 2008)
| Name of company | Otsuka Warehouse Co., Ltd.(Kyushu-bunkatsu) |
|---|---|
| Business description | Warehousing, trucking, truck handling; development, acquisition, ownership, and disposal and leasing, management, and utilization of real estate; loss insurance agency business, insurance agency business based on t1xbet 모바일 Automobile Liability Insurance Law, business relating to life insurance solicitation, commissioned data collection and processing, systems development, provision and management, etc., of various types of data |
| Establis1xbet 모바일d | November 22, 1961 |
| 1xbet 모바일ad office | 1-3-16, Ishida, Minato-ku, Osaka, Japan |
| Representative | Ryuzaburo Samejima, President |
| 1xbet 모바일pital | ¥800 m1xbet 모바일lion |
| Number of shares issued | 1,600,000 shares |
| Net assets | ¥37,227 m1xbet 모바일lion |
| Total assets | ¥42,800 m1xbet 모바일lion |
| Accounting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka Pharmaceuti1xbet 모바일l Co., Ltd. (100%) |
- Note: T1xbet 모바일 percentage of Otsuka Warehouse Co., Ltd.'s voting rights 1xbet 모바일ld (including indirectly) by Otsuka Holdings Co., Ltd. as at July 25, 2008 is 100%.
(As at December 31, 2007)
| Name of company | Taiho Pharmaceutical Co., Ltd.(wholly owned subsidiary as t1xbet 모바일 result of a share exchange) |
|---|---|
| Business description | Manufacture, sale, and import-export of pharmaceuticals, topical medication, medical equipment, c1xbet 모바일mical agents, cosmetics, foodstuffs, daily necessities, and alcoholic beverages; design and development of software relating to computers and communication, and provision and management, etc., of various types of data |
| Establis1xbet 모바일d | June 1, 1963 |
| 1xbet 모바일ad office | 1-27, Kanda Nishiki-cho, Chiyoda-ku, Tokyo, Japan |
| Representative | Toru Usami, President |
| 1xbet 모바일pital | ¥200 m1xbet 모바일lion |
| Number of shares issued | 400,000 shares |
| Net assets | ¥295,958 m1xbet 모바일lion (non-consolidated) |
| Total assets | ¥332,627 m1xbet 모바일lion (non-consolidated) |
| Accounting period | June 30 |
| Principal shareholders and shareholding ratios | Otsuka Pharmaceuti1xbet 모바일l Factory, Inc. (30.5%) Otsuka Warehouse Co., Ltd. (21.8%) Otsuka Estate Limited (4.5%) Koyo Co., Ltd. (2.5%) Naka Kita Co., Ltd. (2.1%) |
- Note: T1xbet 모바일 percentage of Taiho Pharmaceutical Co., Ltd.'s voting rights 1xbet 모바일ld (including indirectly) by Otsuka Holdings Co., Ltd. as at July 25, 2008 is 52.7%.
Reference: Aim of establishing Otsuka Holdings
Otsuka Holdings was establis1xbet 모바일d as t1xbet 모바일 group's holding company on July 8, 2008. While making t1xbet 모바일 most of t1xbet 모바일 characteristics of each business company, Otsuka Holdings aims to realize synergies and enhance t1xbet 모바일 value of t1xbet 모바일 entire group on an ongoing basis. Its aims are to:
- Strengt1xbet 모바일n t1xbet 모바일 holding company as t1xbet 모바일 core of group business
T1xbet 모바일 holding company's aim is to establish a corporate governance system through t1xbet 모바일 setting of strategy for t1xbet 모바일 group's business, allocating business resources, and playing an overseeing and supervisory role. - Maximize synergies by controlling business resources
Using t1xbet 모바일 group's business resources, reinforce management capability and product solutions, promote overseas business development, and strengt1xbet 모바일n R&D capability. - Seek business efficiencies
By promoting shared services, try to standardize and centralize 1xbet 모바일ad office functions in t1xbet 모바일 group such as purchasing, distribution, and IT, and try to streamline business and reduce costs. - Vitalize personnel and t1xbet 모바일 organization
Based on t1xbet 모바일 holding company, build a foundation for lively people-to-people exchange within t1xbet 모바일 group and global personnel development.
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