1xbet 모바일 Pharmaceutical Co., Ltd.
Corporate
July 25, 2008
Notice of the Reorganization of Three 1xbet 모바일 Group Companies (1xbet 모바일 Pharmaceutical Factory, 1xbet 모바일 Warehouse, and Taiho Pharmaceutical) as Wholly Owned Direct Subsidiaries
- *This press release is an English translation of 1xbet 모바일 Holding's press release issued on July 25, 2008 in Japanese. The original Japanese language press release is available on www.1xbet 모바일.com.
Tokyo, Japan -- At a board of directors' meeting held on July 25, 1xbet 모바일 Holdings, Co., Ltd. (Head office: Chiyoda-ku, Tokyo, Japan; President: Tatsuo Higuchi; hereafter 1xbet 모바일 Holdings) decided to make three of its companies into wholly owned direct subsidiaries through a corporate revision and exchange of shares. The three companies concerned are 1xbet 모바일 Pharmaceutical Factory, Inc. (hereafter 1xbet 모바일 Pharmaceutical Factory), 1xbet 모바일 Warehouse Co., Ltd. (hereafter 1xbet 모바일 Warehouse), and Taiho Pharmaceutical Co., Ltd. (hereafter Taiho Pharmaceutical). The share exchange is conditional on obtaining the approval of the general meeting of shareholders. As a result of the reorganization, 1xbet 모바일 Holdings' wholly owned direct subsidiary 1xbet 모바일 Pharmaceutical Co., Ltd. (hereafter 1xbet 모바일 Pharmaceutical), will be joined by 1xbet 모바일 Pharmaceutical Factory, 1xbet 모바일 Warehouse, and Taiho Pharmaceutical and all four companies will operate as direct subsidiaries of 1xbet 모바일 Holdings.
1. Aim 1xbet 모바일 the redivision and exchange 1xbet 모바일 shares
1xbet 모바일 Holdings was established on July 8, 2008 with the aim of establishing a corporate 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 companies into wholly owned direct subsidiaries is aimed at strengthening group management with 1xbet 모바일 Holdings at the center.
- As a result of redivision (a "Kyushu-bunkatsu"),1xbet 모바일 Holdings will assume certain rights held by 1xbet 모바일 Pharmaceutical in relation to share management. Accordingly, 1xbet 모바일 Pharmaceutical Factory will become a direct subsidiary with 1xbet 모바일 Holdings owning 60% of its shares, and 1xbet 모바일 Warehouse will become a wholly owned subsidiary of 1xbet 모바일 Holdings.
- 1xbet 모바일 Holdings will exchange shares to become the sole parent company of 1xbet 모바일 Pharmaceutical Factory and the latter will be its wholly owned subsidiary.
- As a result of redivision (a "Kyushu-bunkatsu"),1xbet 모바일 Holdings will assume certain rights in relation to the management of shares in 1xbet 모바일 Pharmaceutical Factory and 1xbet 모바일 Warehouse. As a result, Taiho Pharmaceutical will become a direct subsidiary of 1xbet 모바일 Holdings with 1xbet 모바일 Holdings owning 52.7% of its shares.
- 1xbet 모바일 Holdings will exchange shares to become the sole parent company of Taiho Pharmaceutical and the latter will be its wholly owned subsidiary.
Structure 1xbet 모바일 Group Capital After Reorganization (as expected at January 1, 2009)
2. Schedule for corporate reorganization 1xbet 모바일 share exchanges (as expected following July 26)
The schedule for the above corporate reorganization 1xbet 모바일 share exchange is as follows.
| July 25, 2008 | Board of directors meets to decide corporate reorganization and share exchanges (1xbet 모바일 Holdings) Signing 1xbet 모바일 corporate reorganization and share exchange agreements |
|---|---|
| August 20, 2008 | Extraordinary general meeting of shareholders to approve share exchanges (1xbet 모바일 Holdings) |
| October 1, 2008 | Corporate reorganization between 1xbet 모바일 Holdings and 1xbet 모바일 Pharmaceutical comes into effect (shareholding ratios: 1xbet 모바일 Pharmaceutical Factory 60%, 1xbet 모바일 Warehouse 100%) |
| October 31, 2008 | Share exchange between 1xbet 모바일 Holdings and 1xbet 모바일 Pharmaceutical Factory comes into effect (shareholding ratio: 1xbet 모바일 Pharmaceutical Factory 100%) |
| November 1, 2008 | Corporate reorganization between 1xbet 모바일 Holdings, 1xbet 모바일 Pharmaceutical Factory, and 1xbet 모바일 Warehouse comes into effect (shareholding ratio: Taiho Pharmaceutical 52.7%) |
| January 1, 2009 | Share exchange between 1xbet 모바일 Holdings and Taiho Pharmaceutical comes into effect (shareholding ratio: Taiho Pharmaceutical 100%) |
Pr1xbet 모바일ile 1xbet 모바일 Companies Involved in Demerger and Share Exchanges
(As at July 8, 2008)
| Name 1xbet 모바일 company | 1xbet 모바일 Holdings Co., Ltd. (sole parent following reorganization 1xbet 모바일 share exchanges) |
|---|---|
| Business description | The control and management 1xbet 모바일 all the businesses and matters related thereto 1xbet 모바일 subsidiary companies engaged in medical care-related business, consumer-related business, and other businesses. |
| Established | July 8, 2008 |
| Head 1xbet 모바일fice | 2-9, K1xbet 모바일a-Tsukasamachi, Chiyoda-ku, Tokyo, Japan |
| Representative | Tatsuo Higuchi, President |
| Capital | ¥6,791 million |
| Number 1xbet 모바일 shares issued | 14,906,589 shares |
| Net assets | ¥400,359 million (non-consolidated) |
| Total assets | ¥400,359 million (non-consolidated) |
| Accounting period | March 31 |
| Principal shareholders 1xbet 모바일 shareholding ratios | 1xbet 모바일 Chemical Holdings Co., Ltd. (13.9%) 1xbet 모바일 Pharmaceutical Staff Shareholding Society (6.5%) Nomura Trust and Banking Co., Ltd. 1xbet 모바일 Group Employee Shareholding Society Trust Account (5.8%) Nomura Holdings, Inc. (3.6%) The Awa Bank, Limited (1.7%) |
(As at March 31, 2008)
| Name 1xbet 모바일 company | 1xbet 모바일 Pharmaceutical Factory, Inc.(wholly owned subsidiary as a result of Kyushu-bunkatsu and share exchange) |
|---|---|
| Business description | Manufacture, promotion, sale, and import-export 1xbet 모바일 pharmaceuticals, topical medications, cosmetics, medical equipment, veterinary pharmaceuticals, and manufacture, sale, and import-export, etc., 1xbet 모바일 medical devices, equipment and systems, alcoholic beverages, and foodstuffs |
| Established | October 7, 1969 |
| Head 1xbet 모바일fice | 115 Kuguhara, Tateiwa, Muya-cho, Naruto, Tokushima, Japan |
| Representative | Ichiro 1xbet 모바일, President |
| Capital | ¥80 million |
| Number 1xbet 모바일 shares issued | 160,000 shares |
| Net assets | ¥136,255 million |
| Total assets | ¥166,770 million |
| Accounting period | March 31 |
| Principal shareholders 1xbet 모바일 shareholding ratios | 1xbet 모바일 Pharmaceutical Co., Ltd. (60.0%) 1xbet 모바일 Asset Co., Ltd. (6.3%) 1xbet 모바일 Estate Limited (4.9%) Ichiro 1xbet 모바일 (2.9%) 1xbet 모바일 Ohmi Ceramics Co., Ltd. (2.0%) |
- Note: The percentage of 1xbet 모바일 Pharmaceutical Factory, Inc.'s voting rights held (including indirectly) by 1xbet 모바일 Holdings Co., Ltd. as at July 25, 2008 is 60%.
(As at March 31, 2008)
| Name 1xbet 모바일 company | 1xbet 모바일 Warehouse Co., Ltd.(Kyushu-bunkatsu) |
|---|---|
| Business description | Warehousing, trucking, truck handling; development, acquisition, ownership, and disposal and leasing, management, and utilization 1xbet 모바일 real estate; loss insurance agency business, insurance agency business based on the Automobile Liability Insurance Law, business relating to life insurance solicitation, commissioned data collection and processing, systems development, provision and management, etc., 1xbet 모바일 various types 1xbet 모바일 data |
| Established | November 22, 1961 |
| Head 1xbet 모바일fice | 1-3-16, Ishida, Minato-ku, Osaka, Japan |
| Representative | Ryuzaburo Samejima, President |
| Capital | ¥800 million |
| Number 1xbet 모바일 shares issued | 1,600,000 shares |
| Net assets | ¥37,227 million |
| Total assets | ¥42,800 million |
| Accounting period | March 31 |
| Principal shareholders 1xbet 모바일 shareholding ratios | 1xbet 모바일 Pharmaceutical Co., Ltd. (100%) |
- Note: The percentage of 1xbet 모바일 Warehouse Co., Ltd.'s voting rights held (including indirectly) by 1xbet 모바일 Holdings Co., Ltd. as at July 25, 2008 is 100%.
(As at December 31, 2007)
| Name 1xbet 모바일 company | Taiho Pharmaceutical Co., Ltd.(wholly owned subsidiary as the result 1xbet 모바일 a share exchange) |
|---|---|
| Business description | Manufacture, sale, and import-export 1xbet 모바일 pharmaceuticals, topical medication, medical equipment, chemical agents, cosmetics, foodstuffs, daily necessities, and alcoholic beverages; design and development 1xbet 모바일 s1xbet 모바일tware relating to computers and communication, and provision and management, etc., 1xbet 모바일 various types 1xbet 모바일 data |
| Established | June 1, 1963 |
| Head 1xbet 모바일fice | 1-27, K1xbet 모바일a Nishiki-cho, Chiyoda-ku, Tokyo, Japan |
| Representative | Toru Usami, President |
| Capital | ¥200 million |
| Number 1xbet 모바일 shares issued | 400,000 shares |
| Net assets | ¥295,958 million (non-consolidated) |
| Total assets | ¥332,627 million (non-consolidated) |
| Accounting period | June 30 |
| Principal shareholders 1xbet 모바일 shareholding ratios | 1xbet 모바일 Pharmaceutical Factory, Inc. (30.5%) 1xbet 모바일 Warehouse Co., Ltd. (21.8%) 1xbet 모바일 Estate Limited (4.5%) Koyo Co., Ltd. (2.5%) Naka Kita Co., Ltd. (2.1%) |
- Note: The percentage of Taiho Pharmaceutical Co., Ltd.'s voting rights held (including indirectly) by 1xbet 모바일 Holdings Co., Ltd. as at July 25, 2008 is 52.7%.
Reference: Aim of establishing 1xbet 모바일 Holdings
1xbet 모바일 Holdings was established as the group's holding company on July 8, 2008. While making the most of the characteristics of each business company, 1xbet 모바일 Holdings aims to realize synergies and enhance the value of the entire group on an ongoing basis. Its aims are to:
- Strengthen the holding company as the core 1xbet 모바일 group business
The holding company's aim is to establish a corporate governance system through the setting 1xbet 모바일 strategy for the group's business, allocating business resources, and playing an overseeing and supervisory role. - Maximize synergies by controlling business resources
Using the group's business resources, reinforce management capability 1xbet 모바일 product solutions, promote overseas business development, 1xbet 모바일 strengthen R&D capability. - Seek business efficiencies
By promoting shared services, try to standardize and centralize head 1xbet 모바일fice functions in the group such as purchasing, distribution, and IT, and try to streamline business and reduce costs. - Vitalize personnel 1xbet 모바일 the organization
Based on the holding company, build a foundation for lively people-to-people exchange within the group 1xbet 모바일 global personnel development.
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