Kirin Completes Tender Offer To Make FANCL A Wholly-Owned Subsidiary

• Next step in establishing a strong business portfolio to become one of the largest health science companies in Asia-Pacific
• Collaboration between Kirin Holdings as well as Blackmores to be accelerated
• FANCL to become a consolidated subsidiary on September 19

TOKYO, September 12, 2024 - Kirin Holdings Company, Limited ("Kirin Holdings") announces that it has completed its tender offer for the shares and stock acquisition rights of FANCL CORPORATION ("FANCL") to make FANCL a wholly-owned subsidiary under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) and has succeeded in acquiring 51,946,863 shares of FANCL common stock (ownership ratio*1: 42.72%), which exceeds the minimum number of shares to be purchased (41,117,700 shares). This is the result of the tender offer commenced by Kirin Holdings to make FANCL a wholly owned subsidiary on June 17, 2024. As such, the tender offer was successfully completed, and on September 19 (the tender offer settlement date), together with the 39,540,400 shares (ownership ratio: 32.52%) held by Kirin Holdings prior to the tender offer Kirin Holdings’ ownership ratio for FANCL will be 75.24% and FANCL will become a consolidated subsidiary of Kirin Holdings. After a series of procedures such as a resolution for a reverse stock split at a FANCL extraordinary shareholders' meeting, FANCL will become a wholly-owned subsidiary of Kirin Holdings.
*1 "Ownership ratio" means the ratio to the substantial number of shares issued, adjusted for the number of shares subject to stock acquisition rights and the number of treasury shares.

Takeshi Minakata, President and COO of Kirin Holdings commented "We believe that the successful completion of the TOB to FANCL is the result of FANCL's shareholders agreeing that FANCL can achieve further growth by becoming a wholly owned subsidiary of Kirin Holdings. We are confident that this will further leverage the strengths of both groups and provide new value to consumers in Japan and overseas. We will do our utmost to create synergies through our efforts and determination to enhance the value of FANCL's business, and together with Blackmores in Australia, we aim to become one of the largest health science companies in the Asia-Pacific region and achieve growth for the entire group."

Toru Yoshimura, President of the Health Science Business Division of Kirin Holdings touched on the post-acquisition health science business: "We are sincerely pleased to be able to further strengthen our relationship with the FANCL Group and work together to create new values. The Kirin Group's health science business aims to build a business model that contributes to solving health issues by leveraging its strengths in research and development to reach a wide range of people in the Asia-Pacific region through its B-to-C brand business. While further strengthening the operating base in areas where each company has strengths, we will create synergies by leveraging the assets of Kirin, Blackmores, and FANCL. We will also further refine our CSV*2 management by providing more value contributing to people's health, thereby both increasing economic value and creating social value with the aim of creating economic and social value."
*2 Creating Shared Value: combined added value for consumers as well as for society at large.

Kazuyuki Shimada, FANCL President & CEO, gave his thoughts on FANCL’s relationship with Kirin Holdings: "In the five years since the capital and business alliance with Kirin Holdings in 2019, various synergies have been generated, mutual understanding between the two companies has deepened, and the relationship of trust between them has become strong and robust. We believe that we will be able to maximize synergies in a shorter period of time by enabling the sharing of know-how, technical information, etc. between the two groups, which has been limited in the past. We will also accelerate collaboration with Blackmores in global markets. The FANCL Group is committed to eliminating "negatives" from the world, with a focus on beauty and health to bring joy and happiness to consumers around world through the concerted efforts of management and all employees."

Alastair Symington, CEO of Blackmores threw his support behind the deal: "At Blackmores, we fully support the Kirin Group’s bold vision to become one of the largest health science companies in the Asia-Pacific region. Their acquisition of FANCL is a key step in realizing this ambition and connecting even more consumers to the best possible health solutions. It’s an exciting prospect that in the future these solutions will be built off the core strengths of Kirin R&D, FANCL knowledge in developing superior products in skin and health, combined with Blackmores’ strong naturopathic heritage and evidence-based knowledge in the field of health science."

Kirin Holdings and FANCL will create various synergies beyond the framework of the previous capital and business alliance. As a core operating company of the Kirin Group's health science business, FANCL will further enhance the "FANCL-ness" of its brand without changing its founding philosophy, which is the source of its strength. Kirin Holdings and FANCL will work closely together, also with Blackmores, to promote their businesses in order to grow into one of the largest health science companies in the Asia-Pacific region, thereby achieving growth for the Kirin Group as a whole and further enhancing corporate value.

Outline of the Tender Offer for Shares and Stock Acquisition Rights of FANCL CORPORATION

Target Company	FANCL CORPORATION (Securities Code: 4921)
Acquisition method and processes	Takeover bid (TOB) for common stocks and stock acquisition rights
Tender Offer Period	June 17, 2024 to September 11, 2024 (61 business days)
Tender Offer Price	Common stock: 2,800 yen per share Stock acquisition right: 1 yen per unit
Number of shares to be purchased	51,946,863 shares
Total purchase price	Approx. 230 billion yen (total amount of the purchase price through the tender offer and the purchase price (expected) through the squeeze-out process thereafter)
Financial results for the fiscal year ended March 31, 2024	Revenue: 110.9 billion yen, Operating income: 12.6 billion yen (Japan GAAP)

For details, please refer to Notice Concerning Changes to Terms and Conditions of Tender Offer for Shares, Etc. of FANCL Corporation (Code Number: 4921) dated September 12, 2024.

About Kirin Holdings

Kirin Holdings Company, Limited is an international company that operates in the Food & Beverages domain (Food & Beverages businesses), Pharmaceuticals domain (Pharmaceuticals businesses), and Health Science domain (Health Science business), both in Japan and across the globe.

Kirin Holdings can trace its roots to Japan Brewery which was established in 1885. Japan Brewery became Kirin Brewery in 1907. Since then, the company expanded its business with fermentation and biotechnology as its core technologies, and entered the pharmaceutical business in the 1980s, all of which continue to be global growth centers. In 2007, Kirin Holdings was established as a pure holding company and is currently focusing on boosting its Health Science domain.

Under the Kirin Group Vision 2027 (KV 2027), a long-term management plan launched in 2019, the Kirin Group aims to become A global leader in CSV*, creating value across our world of Food & Beverages to Pharmaceuticals. Going forward, the Kirin Group will continue to leverage its strengths to create both social and economic value through its businesses, with the aim of achieving sustainable growth in corporate value.
* Creating Shared Value: combined added value for consumers as well as for society at large.