October 26, 2023
CMIC HOLDINGS Co., Ltd.
At a meeting of the Board of Directors held on October 26, 2023, our Company has resolved to acquire all shares of Hamamatsu Pharma Research, Inc. and make it a subsidiary.
We hereby announce the details as follows.
Since this matter does not fall under the timely disclosure standards of the Tokyo Stock Exchange, some disclosure items and details have been omitted.
1．Reason for acquisition of shares
CMIC Group aims at transitioning to PHVC (Personal Health Value Creator) business model that “maximizes the individual health value”, while using our unique PVC (Pharmaceutical Value Creator) model that fully supports the value chain of pharmaceutical companies as the foundation for sustainable growth.
In the CRO (Contract Research Organization) business, we provide a broad range of support from efficacy and safety evaluation and analysis to clinical trials, regulatory filings, and post-marketing activities in cutting-edge areas where modalities are diversifying, such as next-generation antibody drugs, nucleic acid drugs, gene therapeutic drugs, regenerative medicine, and biomarkers. In the drug discovery support business, among others, CMIC Pharma Science Co., Ltd. conducts studies in compliance with Good Laboratory Practice (GLP) for pharmaceuticals, GLP for medical devices, and GLP for regenerative medicine and other products, evaluates safety and efficacy, and provides development consulting and medical writing services from new drug development plans to applications.
Hamamatsu Pharma Research conducts non-clinical pharmacology studies to evaluate the efficacy of drug candidate substances, and supports the early stages of drug discovery using their original monkey pathology models. In pharmacological testing of biopharmaceuticals (antibody drugs), monkeys with antibodies similar to those of humans are used because of their high specificity to the target. As demand increases, securing technical personnel has become an issue. At Hamamatsu Pharma Research, their skilled technicians conduct pharmacological studies and diagnostic imaging such as MRI in various disease areas such as the central nervous system, pain, and the cardiovascular system to develop original pathological models.
Through the collaboration between CMIC Pharma Science and Hamamatsu Pharma Research, the CMIC Group will grow its non-clinical contract research business, which serves as a foundation for drug discovery, by strengthening and expanding drug discovery support services to evaluate the efficacy (pharmacology) and safety of drugs and medical devices using monkeys, for which needs are increasing in Japan and overseas, and to strengthen the CMIC Group’s drug discovery platform.
2．Overview of the subsidiary to be transferred
|(1) Name||Hamamatsu Pharma Research, Inc.|
|(2) Address||1-3-7 Shinmiyakoda, Kita-ku, Hamamatsu City, Shizuoka Prefecture|
|(3) Job Title/Name of Representative||Representative Director and President
|(4) Description of Businesses||Non-clinical pharmacology study|
|(5) Paid-in Capital||30 million yen|
|(6) Date of Incorporation||November 1, 2005|
|(7) Major shareholders and Shareholding Ratio||Hiroyuki Takamatsu 100%|
|(8) Relationship between the listed company and the relevant company||Capital relationship : Not applicable.
Personnel relationship : Not applicable.
Business relationship : Not applicable.
Applicable status to the relevant party : Not applicable.
3．Outline of the Transaction Party
|(1) Name||Hiroyuki Takamatsu|
|(2) Relationship between the listed companyand the relevant person||No applicable items to be noted in capital, personnel, business and related party relationship.|
|(1) Date of resolution by the Board of Directors||October 26, 2023|
|(2) Date of Contract||October 26, 2023|
|(3) Date of execution of stock transfer||October 31, 2023 (Planned)|
The impact on our business performance for the fiscal year ending September 30, 2024 is expected to be minimal. However, as explained in “1. Reason for acquisition of shares”, we believe that synergies will be realized in the future and will contribute to our group’s business performance.