April 28, 2021
CMIC HOLDINGS Co., Ltd.
In a meeting of the Board of Directors held today, the Company resolved to merge its subsidiaries, CMIC CMO Co., Ltd. (hereinafter referred to as “CMIC CMO”) and its’ wholly-owned subsidiary CMIC CMO NISHINE Co., Ltd. (hereinafter referred to as “CMIC CMO NISHINE”) on October 1, 2021.
1.Purpose of the Merger
By merging CMIC CMO and CMIC CMO NISHINE and integrating their operations, the Group aims to create conditions that enable more flexible support and exchanges for technical personnel, develop a foundation for further business expansion and efficient management of CDMO business, promote further improvement of quality and technical skill, low-cost production system and strategically invest in facilities, and strengthen the Group’s competitiveness to expand globally.
2. Summary of the merger
(1) Schedule of the merger
Effective date of the integration: October 1, 2021 (plan)
(2) Method of the integration
The planned merger is an absorption-type merger wherein CMIC CMO will be the surviving company and CMIC CMO NISHINE will be dissolved.
(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 merger because CMIC CMO is a consolidated subsidiary and CMIC CMO NISHINE is its’ wholly-owned subsidiary.
(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 CMO Co., Ltd. | CMIC CMO NISHINE Co., Ltd. |
| (2) Location | 1-1, Shibaura 1-chome, Minato-ku, Tokyo | 154-13, Dai2-chiwari, Obuke Hachimantai, Iwate |
| (3) Name and title of representative | Makoto Matsukawa CEO, CMIC CMO., Ltd. |
Motoyoshi Katano President, CMIC CMO NISHINE Co., Ltd. |
| (4) Main businesses | CDMO Business | CDMO Business |
| (5) Capital | 100 million yen | 100 million yen |
| (6) Date established | October 16, 2009 | January 17, 2019 |
| (7) Accounting term | September 30 | September 30 |
| (8) Number of employees (As of July 1 2018） |
1,016(as of April,2021) | 211(as of April,2021) |
| (9) Shareholders and holding ratios | CMIC HOLDINGS 50.4%
Development Bank of Japan Inc. 49.6% |
CMIC CMO 100% |
4. Status after the merger (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 merger.
5.Future outlook
Because the merger is between consolidated subsidiaries, there is expected to be little impact on consolidated performance this fiscal year.
PDF Notice Concerning Merger of Consolidated Subsidiaries
