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News Release

For Immediate Release
2006.11.30
Company name: DAIICHI SANKYO COMPANY, LIMITED
Representative: Takashi Shoda, President and Representative Director
(Code no.: 4568, First Section, Tokyo, Osaka and Nagoya Stock Exchanges)
Please address inquiries to Toshio Takahashi, Corporate Officer in Charge,
Corporate Communications Department
Telephone: +81-3-6225-1126
http://www.daiichisankyo.co.jp/

DAIICHI SANKYO Announces Simplified Merger with Subsidiaries

Tokyo, November 30, 2006 -DAIICHI SANKYO COMPANY, LIMITED (hereafter; DAIICHI SANKYO) announced its decision to merge with its fully owned subsidiaries Sankyo Co., Ltd., (hereinafter; Sankyo) and Daiichi Pharmaceutical Co., Ltd., (hereinafter; Daiichi Pharmaceutical), following a meeting held by the Board of Directors. A merger agreement was also signed today.


1. Purpose of the Merger:


Aiming to become a Japan-based Global Pharma Innovator, DAIICHI SANKYO was established as a pure holding company in September last year by way of a stock transfer from Sankyo and Daiichi Pharmaceutical. Since then, acting as a holding company, the company has been carrying out a program of integration with various group and other companies. Now that the company has reached the final stages of integration it will merge with these two companies and emerge as an all-new DAIICHI SANKYO in April 2007.


As for the future, DAIICHI SANKYO aims to realize high growth and maximize its corporate value by improving its ability to create innovative drugs, maintaining its high competitiveness both domestically and overseas, and pursuing the highest operational efficiencies in the industry by way of integration.


2. Outline of the merger
 1. Merger schedule
 
Board meeting for approval of mergerNovember 30, 2006 (Directors of the acquiring company and the two target companies)
Signing of merger agreementNovember 30, 2006 (Directors of the acquiring company and the two target companies)
Merger effectiveScheduled for April 1, 2007
Registration of mergerScheduled for April 2, 2007
 Note: The company will not hold a general shareholders' meeting to attain approval of the merger as it is a simplified merger pursuant to Article 796, Pragraph 3 of the Japanese Companies Law.
  
2. Method of merger
 The merger will take the form of an acquisition with DAIICHI SANKYO being the surviving company and Sankyo and Daiichi Pharmaceutical being dissolved.
  
3. Merger ratio
 As DAIICHI SANKYO already owns all shares of Sankyo and Daiichi Pharmaceutical, there will be no issuance of shares or increase in capital as a result of the merger.
  
4. Outline of accounting treatment
 For accounting purposes, the merger will be treated as an incorporation transaction under a common authority using the accounting standards that apply for a corporate merger.
  
3. Outline of companies concerned with the merger, as of September 30, 2006
Company name
DAIICHI SANKYO
(Acquiring company)
Sankyo
(Target company)
Daiichi Pharmaceutical
(Target company)
Main businessManagement of group companies and subsidiaries operating pharmaceutical businessesManufacture, trading, import and export of pharmaceutical productsManufacture, trading, import and export of pharmaceutical products
Date of est.September 28, 2005March 1, 1913January 31, 1918
Headquarters3-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo 103-8426, Japan3-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo 103-8426, Japan3-14-10, Nihonbashi, Chuo-ku, Tokyo 103-8234, Japan
RepresentativeTakashi Shoda, President and Representative DirectorYasuhiro Ikegami, President and Representative DirectorKiyoshi Morita, President and Representative Director
Capital¥50 billion¥68.7 billion¥45.2 billion
Total no. of shares
outstanding
735,011,343 shares422,753,456 shares269,420,093 Shares
Net assets¥1,188.4 billion¥746.9 billion¥473.8 billion
Total assets¥1,214.8 billion¥896.9 billion¥567.7 billion
FY-endMarch 31March 31March 31
Employees835,1813,290
Key business partnersN/AAlfresa Corporation
Toho Pharmaceutical Co., Ltd.
Suzuken Co., Ltd
Alfresa Corporation
Mediceo Paltac Holdings Co., Ltd.
Suzuken Co., Ltd.
Major share- holders &
holding ratios
The Master Trust Bank of Japan, Ltd. (Trust Account): 8.16%
Japan Trustee Services Bank, Ltd. (Trust Account): 6.00%
Nippon Life Insurance Company: 5.69%
The Chase Manhattan Bank NA London SL Omnibus Account: 2.28%
Sumitomo Mitsui Banking Corporation: 1.82%
DAIICHI SANKYO: 100%DAIICHI SANKYO: 100%
Main transaction banksMizuho Corporate Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Corporate Bank, Ltd.
Sumitomo Mitsui Banking
Corporation
Shizuoka Bank, Ltd.
Mizuho Corporate Bank, Ltd.
Sumitomo Mitsui Banking
Corporation
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Corporate relationshipsCapitalThe target companies are fully-owned subsidiaries of the acquiring company
PersonnelOfficers and employees of the acquiring company hold concurrent positions or are on temporary transfer to the target companies.
TransactionsManagement instruction consignment and profit dividend transactions
  
Performance over the last three fiscal years
 
DAIICHI SANKYO
Sankyo
Daiichi Pharmaceutical
FY
2003
FY
2004
FY
2005
FY
2003
FY
2004
FY
2005
FY
2003
FY
2004
FY
2005
Net Sales
(¥ bill.)
76.6376.6340318.1253.4259.9278.1
Operating income
(¥ bill.)
73.992.864.446.345.354.471.1
Ordinary income
(¥ bill.)
73.593.864.148.946.556.374.1
Net income
(¥ bill.)
73.556.237.523.127.919.331.1
Net income per share
(¥)
100.06128.4787.2354.26102.2971.53115.65
Dividend per share(¥)
25.0030.0040.0030.0040.00
Net assets per share(¥)
1,641.981,640.331,694.751,660.811,502.241,545.881,587.54
Note:
1. FY2005 is dated from September 28, 2005 to March 31, 2006.
2. DAIICHI SANKYO paid each of the shareholders of Sankyo or Daiichi Pharmaceutical as listed in the final Shareholder Registrar on September 27, 2005 a share transfer subsidy of 25 yen per each ordinary share in place of the usual first-half dividend payments of these two companies.
  
4. Summary of Merger
 
CompanyDAIICHI SANKYO COMPANY, LIMITED
Main businessesManufacture, trade, import and export of pharmaceutical products
Headquarters3-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo
RepresentativeTakashi Shoda, President & Representative Director
Capital¥50 billion(No capital increase will occur as a result of the merger)
Total assets¥1,500 billion(Rough estimate)
FY-endMarch 31
Affect on operationsAs the target companies are already fully owned subsidiaries, the merger will have no effect on our consolidated performance.

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