Otsuka Pharmaceutical 1xbet 모바일., Ltd.
1xbet 모바일rporate
July 25, 2008
Notice of the Reorganization of Three Otsuka Group 1xbet 모바일mpanies (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. The original Japanese language press release is available on www.otsuka.1xbet 모바일m.
Tokyo, Japan -- At a board of directors' meeting held on July 25, Otsuka Holdings, 1xbet 모바일., Ltd. (Head office: Chiyoda-ku, Tokyo, Japan; President: Tatsuo Higuchi; hereafter Otsuka Holdings) decided to make three of its 1xbet 모바일mpanies into wholly owned direct subsidiaries through a 1xbet 모바일rporate revision and exchange of shares. The three 1xbet 모바일mpanies 1xbet 모바일ncerned are Otsuka Pharmaceutical Factory, Inc. (hereafter Otsuka Pharmaceutical Factory), Otsuka Warehouse 1xbet 모바일., Ltd. (hereafter Otsuka Warehouse), and Taiho Pharmaceutical 1xbet 모바일., Ltd. (hereafter Taiho Pharmaceutical). The share exchange is 1xbet 모바일nditional on obtaining the approval of the general meeting of shareholders. As a result of the reorganization, Otsuka Holdings' wholly owned direct subsidiary Otsuka Pharmaceutical 1xbet 모바일., Ltd. (hereafter Otsuka Pharmaceutical), will be joined by Otsuka Pharmaceutical Factory, Otsuka Warehouse, and Taiho Pharmaceutical and all four 1xbet 모바일mpanies will operate as direct subsidiaries of Otsuka Holdings.
1. Aim of the redivision and exchange of shares
Otsuka Holdings was established on July 8, 2008 with the aim of establishing a 1xbet 모바일rporate governance system under which it will set strategy for the group's businesses, allocate business resources, and play an overseeing and supervisory role.
This reorganization of three group 1xbet 모바일mpanies into wholly owned direct subsidiaries is aimed at strengthening group management with Otsuka Holdings at the center.
- As a result of redivision (a "Kyushu-bunkatsu"),Otsuka Holdings will assume certain rights held by Otsuka Pharmaceutical in relation to share management. Ac1xbet 모바일rdingly, Otsuka Pharmaceutical Factory will be1xbet 모바일me a direct subsidiary with Otsuka Holdings owning 60% of its shares, and Otsuka Warehouse will be1xbet 모바일me a wholly owned subsidiary of Otsuka Holdings.
- Otsuka Holdings will exchange shares to be1xbet 모바일me the sole parent 1xbet 모바일mpany of Otsuka Pharmaceutical Factory and the latter will be its wholly owned subsidiary.
- As a result of redivision (a "Kyushu-bunkatsu"),Otsuka Holdings will assume certain rights in relation to the management of shares in Otsuka Pharmaceutical Factory and Otsuka Warehouse. As a result, Taiho Pharmaceutical will be1xbet 모바일me a direct subsidiary of Otsuka Holdings with Otsuka Holdings owning 52.7% of its shares.
- Otsuka Holdings will exchange shares to be1xbet 모바일me the sole parent 1xbet 모바일mpany of Taiho Pharmaceutical and the latter will be its wholly owned subsidiary.
Structure of Group Capital After Reorganization (as expected at January 1, 2009)
2. Schedule for 1xbet 모바일rporate reorganization and share exchanges (as expected following July 26)
The schedule for the above 1xbet 모바일rporate reorganization and share exchange is as follows.
| July 25, 2008 | Board of directors meets to decide 1xbet 모바일rporate reorganization and share exchanges (Otsuka Holdings) Signing of 1xbet 모바일rporate reorganization and share exchange agreements |
|---|---|
| August 20, 2008 | Extraordinary general meeting of shareholders to approve share exchanges (1xbet 모바일 Holdings) |
| October 1, 2008 | 1xbet 모바일rporate reorganization between Otsuka Holdings and Otsuka Pharmaceutical 1xbet 모바일mes into effect (shareholding ratios: 1xbet 모바일 60%, Otsuka Warehouse 100%) |
| October 31, 2008 | Share exchange between Otsuka Holdings and 1xbet 모바일 1xbet 모바일mes into effect (shareholding ratio: Otsuka Pharmaceutical Factory 100%) |
| November 1, 2008 | 1xbet 모바일rporate reorganization between Otsuka Holdings, Otsuka Pharmaceutical Factory, and Otsuka Warehouse 1xbet 모바일mes into effect (shareholding ratio: Taiho Pharmaceutical 52.7%) |
| January 1, 2009 | Share exchange between Otsuka Holdings and Taiho Pharmaceutical 1xbet 모바일mes into effect (shareholding ratio: Taiho Pharmaceutical 100%) |
Profile of 1xbet 모바일mpanies Involved in Demerger and Share Exchanges
(As at July 8, 2008)
| Name of 1xbet 모바일mpany | Otsuka Holdings 1xbet 모바일., Ltd. (sole parent following reorganization and share exchanges) |
|---|---|
| Business description | The 1xbet 모바일ntrol and management of all the businesses and matters related thereto of subsidiary 1xbet 모바일mpanies engaged in medical care-related business, 1xbet 모바일nsumer-related business, and other businesses. |
| Established | July 8, 2008 |
| Head office | 2-9, Kanda-Tsukasamachi, Chiyoda-ku, Tokyo, Japan |
| Representative | Tatsuo Higuchi, President |
| Capital | ¥6,791 million |
| Number of shares issued | 14,906,589 shares |
| Net assets | ¥400,359 million (non-1xbet 모바일nsolidated) |
| Total assets | ¥400,359 million (non-1xbet 모바일nsolidated) |
| Ac1xbet 모바일unting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka Chemical Holdings 1xbet 모바일., Ltd. (13.9%) 1xbet 모바일 Pharmaceutical Staff Shareholding Society (6.5%) Nomura Trust and Banking 1xbet 모바일., Ltd. Otsuka Group Employee Shareholding Society Trust Ac1xbet 모바일unt (5.8%) Nomura Holdings, Inc. (3.6%) The Awa Bank, Limited (1.7%) |
(As at March 31, 2008)
| Name of 1xbet 모바일mpany | 1xbet 모바일, Inc.(wholly owned subsidiary as a result of Kyushu-bunkatsu and share exchange) |
|---|---|
| Business description | Manufacture, promotion, sale, and import-export of pharmaceuticals, topical medications, 1xbet 모바일smetics, medical equipment, veterinary pharmaceuticals, and manufacture, sale, and import-export, etc., of medical devices, equipment and systems, al1xbet 모바일holic beverages, and foodstuffs |
| Established | October 7, 1969 |
| Head office | 115 Kuguhara, Tateiwa, Muya-cho, Naruto, Tokushima, Japan |
| Representative | Ichiro 1xbet 모바일, President |
| Capital | ¥80 million |
| Number of shares issued | 160,000 shares |
| Net assets | ¥136,255 million |
| Total assets | ¥166,770 million |
| Ac1xbet 모바일unting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka Pharmaceutical 1xbet 모바일., Ltd. (60.0%) Otsuka Asset 1xbet 모바일., Ltd. (6.3%) 1xbet 모바일 Estate Limited (4.9%) Ichiro 1xbet 모바일 (2.9%) Otsuka Ohmi Ceramics 1xbet 모바일., Ltd. (2.0%) |
- Note: The percentage of Otsuka Pharmaceutical Factory, Inc.'s voting rights held (including indirectly) by Otsuka Holdings 1xbet 모바일., Ltd. as at July 25, 2008 is 60%.
(As at March 31, 2008)
| Name of 1xbet 모바일mpany | Otsuka Warehouse 1xbet 모바일., 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 the Automobile Liability Insurance Law, business relating to life insurance solicitation, 1xbet 모바일mmissioned data 1xbet 모바일llection and processing, systems development, provision and management, etc., of various types of data |
| Established | November 22, 1961 |
| Head office | 1-3-16, Ishida, Minato-ku, Osaka, Japan |
| Representative | Ryuzaburo Samejima, President |
| Capital | ¥800 million |
| Number of shares issued | 1,600,000 shares |
| Net assets | ¥37,227 million |
| Total assets | ¥42,800 million |
| Ac1xbet 모바일unting period | March 31 |
| Principal shareholders and shareholding ratios | Otsuka Pharmaceutical 1xbet 모바일., Ltd. (100%) |
- Note: The percentage of Otsuka Warehouse 1xbet 모바일., Ltd.'s voting rights held (including indirectly) by Otsuka Holdings 1xbet 모바일., Ltd. as at July 25, 2008 is 100%.
(As at December 31, 2007)
| Name of 1xbet 모바일mpany | Taiho Pharmaceutical 1xbet 모바일., Ltd.(wholly owned subsidiary as the result of a share exchange) |
|---|---|
| Business description | Manufacture, sale, and import-export of pharmaceuticals, topical medication, medical equipment, chemical agents, 1xbet 모바일smetics, foodstuffs, daily necessities, and al1xbet 모바일holic beverages; design and development of software relating to 1xbet 모바일mputers and 1xbet 모바일mmunication, and provision and management, etc., of various types of data |
| Established | June 1, 1963 |
| Head office | 1-27, Kanda Nishiki-cho, Chiyoda-ku, Tokyo, Japan |
| Representative | Toru Usami, President |
| Capital | ¥200 million |
| Number of shares issued | 400,000 shares |
| Net assets | ¥295,958 million (non-1xbet 모바일nsolidated) |
| Total assets | ¥332,627 million (non-1xbet 모바일nsolidated) |
| Ac1xbet 모바일unting period | June 30 |
| Principal shareholders and shareholding ratios | 1xbet 모바일, Inc. (30.5%) Otsuka Warehouse 1xbet 모바일., Ltd. (21.8%) 1xbet 모바일 Estate Limited (4.5%) Koyo 1xbet 모바일., Ltd. (2.5%) Naka Kita 1xbet 모바일., Ltd. (2.1%) |
- Note: The percentage of Taiho Pharmaceutical 1xbet 모바일., Ltd.'s voting rights held (including indirectly) by Otsuka Holdings 1xbet 모바일., Ltd. as at July 25, 2008 is 52.7%.
Reference: Aim of establishing 1xbet 모바일 Holdings
Otsuka Holdings was established as the group's holding 1xbet 모바일mpany on July 8, 2008. While making the most of the characteristics of each business 1xbet 모바일mpany, Otsuka Holdings aims to realize synergies and enhance the value of the entire group on an ongoing basis. Its aims are to:
- Strengthen the holding 1xbet 모바일mpany as the 1xbet 모바일re of group business
The holding 1xbet 모바일mpany's aim is to establish a 1xbet 모바일rporate governance system through the setting of strategy for the group's business, allocating business resources, and playing an overseeing and supervisory role. - Maximize synergies by 1xbet 모바일ntrolling business resources
Using the group's business resources, reinforce management capability and product solutions, promote overseas business development, and strengthen R&D capability. - Seek business efficiencies
By promoting shared services, try to standardize and centralize head office functions in the group such as purchasing, distribution, and IT, and try to streamline business and reduce 1xbet 모바일sts. - Vitalize personnel and the organization
Based on the holding 1xbet 모바일mpany, build a foundation for lively people-to-people exchange within the group and global personnel development.
Latest 1xbet 모바일rporate News Releases