July 27, 2018
CMIC HOLDINGS Co., Ltd.
In a meeting of the Board of Directors held today, the Company resolved to reorganize the CRO business and integrate its wholly-owned subsidiaries CMIC Co., Ltd. (hereinafter referred to as “CMIC”) and CMIC-PMS Co., Ltd. (hereinafter referred to as “CMIC-PMS”) on October 1, 2018, as announced by the “Notice Concerning Direction for Integration of Consolidated Subsidiaries of CRO Business” on February 1 2018.
1. Purpose and Overview of the Integration
Major changes are happening recently with respect to handling of medical information such as utilization promotion of Medical Database (hereinafter referred to as “Medical DB”), which may impact the way clinical studies and clinical researches should be conducted. “Next Generation Healthcare Foundation Law” established last year and “Good Post-marketing Study Practice (GPSP)” revised in April are considered to be specific examples of the trend.
CMIC Group promptly grasped the market needs and launched the “Database Strategy Office” last December that is a dedicated department to promote the use of optimal Medical DB, and is providing solutions to customers that utilize the real-world data including medical practitioners’ and pharmacists’ receipt for health insurance claim. By integrating CMIC and CMIC-PMS operations, we are able to further enhance PMS and clinical research operations and provide end-to-end coverage for clinical studies, clinical researches, and PMS. Through this integration, data analysis and technology know-how of both companies will be shared and high quality services will continuously be provided by getting ahead of changes surrounding drug development and mobilizing group-wide resources.
2. Summary of the integration
（1）Method of the integration
The contemplated integration is an absorption-type merger wherein CMIC will be the surviving company and CMIC-PMS will be dissolved.
（2）Schedule of the integration
Effective date of the integration: October 1, 2018 (plan)
（3）Details of allocation relating to the integration
There will be no allotment of shares or payment of cash or other financial considerations upon completion of the contemplated integration because they are both wholly-owned affiliates of the Company.
（4）Treatment of new stock acquisition rights and bonds with stock acquisition rights of the integrated company
Not applicable.
3. Overview of the Operating Companies
| (1) Trade name | CMIC Co., Ltd. | CMIC-PMS Co., Ltd. |
|---|---|---|
| (2) Location | 1-1, Shibaura 1-chome, Minato-ku, Tokyo | 1-1, Shibaura 1-chome, Minato-ku, Tokyo |
| (3) Name and title of representative | Toru Fujieda President, CMIC Co., Ltd. |
Seiichiro Mochizuki, Ph.D. President, CMIC-PMS Co., Ltd. |
| (4) Main businesses | CRO Business ・Clinical study (Monitoring, Data Management, Other clinical trials support services, Statistical analysis） ・Clinical research support for academia ・eClinical Trials related services ・Regulatory consulting, Medical Writing ・Pharmacovigilance |
CRO Business ・Post-marketing surveillance (Monitoring, Data Management, Other Post-marketing surveillance support services, Statistical analysis）, Management of Safety Information ・Clinical Research Support |
| (5) Capital | 100 million yen | 100 million yen |
| (6) Date established | January 4, 2012 | February 28, 2013 |
| (7) Accounting term | September 30 | September 30 |
| (8) Number of employees(As of October 2017） | 2,568 | 261 |
| (9) Shareholders and holding ratios | Wholly-owned subsidiary | Wholly-owned subsidiary |
4.Status after the integration (plan)
There will be no changes in the trade name, location, title and name of representative, scope of business, stated capital or accounting period and the shareholding ratio of the Company upon the completion of the contemplated integration.
5. Future outlook
Because the merger is between consolidated subsidiaries, there is expected to be little impact on consolidated performance this fiscal year.
