April 25, 2011
Announcement Concerning the Sale of Mercian Corporation's Pharmaceuticals and Chemicals Business to Mitsui & Co., Ltd. (Company Split in Kirin Holding Subsidiary)
Kirin Holdings Company Limited's consolidated subsidiary Mercian Corporation (Head Office: Chuo-ku, Tokyo; hereafter "Mercian") announced that it would split off its Pharmaceuticals and Chemicals Business as part of an absorption-type company split agreement. On April 11, 2011, a special-purpose company, MBS Co., Ltd., (Head Office: Chuo-ku, Tokyo; hereafter "MBS"), which will eventually be transferred to Mitsui & Co., Ltd. (hereafter "Mitsui"), was established as a vehicle for the transaction. Both an agreement between Mercian and MBS, that MBS shall take over Mercian's Pharmaceuticals and Chemicals Business, and a Share Transfer Agreement between Mitsui and MBS, that all of MBS's shares shall be transferred to Mitsui, were executed on April 25, 2011. The effective date of the company split and transfer of shares is scheduled to be July 1, 2011.
In December 2010, Kirin Holdings acquired all of Mercian's outstanding shares in a share exchange, making Mercian its wholly owned subsidiary. To concentrate Mercian's management resources in its Wine and Alcoholic Beverages Business, and in the interest of creating value for Mercian and the Kirin Group, it was decided that Mercian's Pharmaceuticals and Chemicals Business would be transferred to Mitsui.
MBS, the company succeeding Mercian's Pharmaceuticals and Chemicals Business, will continue to leverage their strengths in fermentation technology and bioconversion technologies. As Mitsui's core business heading up pharmaceutical manufacturing, MBS will be able to tap Mitsui and its affiliates' strong and expansive global network and cooperate to make possible even more diverse business development in Pharmaceuticals and Chemicals, which ultimately was thought the aim of this deal.
Note: The impact of this on consolidated performance is expected to be minor.
Outline of the Company Split and Transfer of Shares
| (1) | Business: | Mercian Pharmaceuticals and Chemicals Business |
| (2) | Succeeding Company: | MBS Co., Ltd. |
| (3) | Transferee of Succeeding Company's shares: | Mitsui & Co., Ltd. |
| (4) | Transfer Agreement Content: | Transferring all issued shares of MBS (successor of Mercian Pharmaceuticals and Chemicals Business) to Mitsui |
| (5) | Schedule
|
|
Outline of the Parties to the Transaction
1. Mercian Corporation Pharmaceuticals and Chemicals Business
| (1) | Areas of Business: | Sales and Manufacture of Pharmaceuticals, Industrial Chemicals, Agrochemicals, Solvents, Food Additives, etc. |
| (2) | Date Established: | 1966 |
| (3) | Number of Employees: | Approx. 220 |
| (4) | Net Sales: | 7,619 million yen(as of December 2010) |
| (5) | Place of Business: | 1-5-8 Kyobashi, Chuo-ku, Tokyo |
2. MBS Co., Ltd.
| (1) | Name: | MBS Corporation |
| (2) | Representative: | Representative Director Hiroshi Tsunekawa |
| (3) | Establishment Date: | April 11, 2011 |
| (4) | Place of Business: | 1-5-8 Kyobashi, Chuo-ku, Tokyo |
| (5) | Capital: | 10 million yen |
| (6) | Fiscal Year-end: | December 31 |
| (7) | Majority Shareholder: | Mercian Corporation (100%) |
3. Mitsui & Co., Ltd.
| (1) | Name: | Mitsui & Co., Ltd. |
| (2) | Representative: | President and Chief Executive Officer Masami Iijima |
| (3) | Head Office: | 1-2-1 Ohtemachi, Chiyoda-ku, Tokyo |
| (4) | Capital: | 341,482 million yen (as of December 31, 2010) |
| (5) | Main Areas of Business: | Product sales, logistics, financing and project construction in the fields of Iron & Steel Products, Mineral & Metal Resources, Project, Motor Vehicles, Marine & Aerospace, Chemicals, Energy, Foods & Retail, Consumer Services, Information, Financial Markets, and Transportation Logistics |
| (6) | Fiscal Year-end: | March 31 |