Mitsui & Co., Ltd. ("Mitsui," Head office: Tokyo, President and CEO: Masami Iijima) has decided to acquire a 100% stake in MBS Co., Ltd. ("MBS," Head office: Tokyo, President & CEO, Hiroshi Tsunekawa), a wholly owned subsidiary of Mercian Corporation ("Mercian," Head office: Tokyo, President & CEO, Toru Suzuki), that will succeed Mercian's pharmaceutical and chemical businesses by demerger (absorption-type split), and today Mitsui and Mercian entered into a share transfer agreement in relation to this acquisition.
In the medical and healthcare business area as one of Mitsui's core business area, Mitsui has already developed a variety of businesses in both pharmaceutical business (including supporting pharmaceutical manufacturing, distribution and sales) and healthcare services business (including supporting operation and management of hospitals and clinics, and healthcare-related information services). Specifically, Mitsui has over 40 years' business experience in pharmaceutical contract manufacturing organization (CMO) business, and has built up relationships with pharmaceutical companies both within Japan and overseas through the supply of raw materials.
Mercian has pharmaceutical business, such as manufacture, contract manufacturing and sales of pharmaceutical ingredients and intermediates, and also has chemical business, such as manufacture and sales of food additives and industrial chemicals, by applying its unique manufacturing technologies and know-how combined with biotechnology and fermentation technology. In China, Mercian engages in manufacture and sales of anti-cancer agents through its affiliated company, Shenzhen Main Luck Pharmaceuticals Inc.
Mitsui, through MBS as a core company in its pharmaceutical CMO business, will strive to strengthen its CMO business by utilizing MBS's unique manufacturing technologies, know-how and development capabilities. Mitsui will also strive to increase the corporate value of MBS by expanding sales of MBS's leading products (anti-cancer agents) through Mitsui's global network, strengthening and developing MBS's manufacturing technologies by combining new technologies from other CMO companies, and introducing new pharmaceutical products and supplying raw materials to Shenzhen Main Luck Pharmaceuticals Inc. Moreover, Mitsui plans to expand its pharmaceutical business in China through Shenzhen Main Luck Pharmaceuticals Inc., which possesses business bases throughout China.
Mitsui plans to change the corporate name of MBS to MicroBiopharm Japan Co., Ltd. (provisional name) upon completion of this acquisition.
Mitsui is currently analyzing the impact of this acquisition on Mitsui's consolidated financial results in the fiscal year ending March 31, 2012.
1. Changes in Mitsui's Shareholdings in MBS
|Shares held by Mitsui before change||0 shares|
|Acquired shares||1,000 shares (100% of total shares issued)|
|Shares held by Mitsui after change||1,000 shares (100% of total shares issued)|
|Date of entry into share transfer agreement||April 25, 2011|
|Date for absorption-type split||July 1, 2011 (scheduled)|
|Date for transfer of shares||July 1, 2011 (scheduled)|
3. Corporate profile of MBS
|Corporate name||MBS Co., Ltd.|
|Address||1-5-8, Kyobashi, Chuo-ku, Tokyo|
|Representative||President & CEO, Hiroshi Tsunekawa|
|Business activities||Manufacture and contract manufacturing of active pharmaceutical ingredients by utilizing fermentation and enzymatic technology.
Manufacture and sales of pharmaceutical products through Shenzhen Main Luck Pharmaceuticals Inc. in China.
|Offices||Laboratory and factory in Iwata (Shizuoka Prefecture), Factory in Yashiro (Kumamoto Prefecture)|
|Main affiliated company||Shenzhen Main Luck Pharmaceuticals Inc.
(Location: China, MBS's shareholdings: 34.2%)
|Sales amount||JPY7.6 billion (in the fiscal year ended December 31, 2010) (*)
Amount of sales of Shenzhen Main Luck Pharmaceuticals Inc.: RMB470 million (in the fiscal year ended December 31, 2010)
|Date of establishment||April 11, 2011|
|Major shareholder and ownership (after change)||Mitsui 100%|
(*) This sales amount, which is unaudited, is the one of pharmaceutical and chemical businesses which MBS will inherit from Mercian by absorption-type split.
4. Corporate profile of Mercian
|Corporate name||Mercian Corporation|
|Address||1-5-8, Kyobashi, Chuo-ku, Tokyo|
|Representative||President & CEO, Toru Suzuki|
|Business activities||Manufacture and sales of alcoholic beverages, mainly wine, chemicals, pharmaceuticals and animal feedstuffs|
|Capital||JPY20,972 million (as of December 31, 2010)|
|Date of establishment||December 4, 1934|
|Major shareholder and ownership||Kirin Holdings Company, Limited 100%|
This press release includes forward-looking statements about Mitsui. These forward-looking statements are based on the current assumptions and beliefs of Mitsui in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest annual report on Form 20-F, which has been filed with the U.S. Securities and Exchange Commission.
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