 |
|
|
 |
|
|
|
|
| November 13, 2003 |
|
| Announcement on TOB (Takeover Bid) |
|
| Mitsubishi Chemical Corporation |
|
At the meeting of the board of directors on November 12, 2003, we, Mitsubishi Chemical Corporation (here-in-after referred as "MCC"), resolved to purchase the common shares of Mitsubishi Pharma Corporation (Code no.: 4509, "MPC" here-in-after), our consolidated subsidiary, through TOB:
1. Purpose of TOB
MCC currently holds 45.08% (206,663 thousand shares) of MPC's issued and outstanding common shares and has decided to additionally purchase up to 68,400 thousand shares (14.92% of issued shares of MPC). At the completion of this TOB, MCC's shareholding shall be up to 60.00%.
MCC has been extending group management through the primary areas of petrochemical, performance and functional products, and health care businesses. Health care business is especially focused and expanded with an emphasis on MPC.
MCC group began the pharmaceutical business, core of health care business, around 1970 by mainly concentrating on drug-discovery. MCC's pharmaceutical business was merged into Mitsubishi-Tokyo Pharmaceuticals, Inc. together with that of Tokyo Tanabe Co., Ltd. in October 1999. It further merged with Welfide Corporation forming MPC eventually. MCC has aggressively infused resources into this area.
In the health care business area, MCC exploits the business through its subsidiaries such as Mitsubishi Chemical Bio-Clinical Laboratories, Inc. (clinical testing), ZOEGENE Corporation (genome-based drug discovery), Mitsubishi Chemical Iatron, Inc., which was formed in July this year by reorganizing 3 diagnostic business companies, and Mitsubishi Kagaku Institute of Life Sciences which was established in 1971 as 100% subsidiary and recently re-focused on the basic research to accelerate fundamental research that contributes to enhance better understanding of human diseases and advance medical treatments, which leads to strengthen health care business in Mitsubishi Chemical Group.
While MCC owns 45.08% of MPC's issued shares and consolidates MPC, based on the control standard under the Japanese Consolidated Financial Statement Principles, we consider that dynamic management in both domestic and overseas markets is necessary to survive a fierce global competition in pharmaceutical business. MPC faces with challenges such as accelerating the development and marketing new large-scale drugs, sharpening the competitive edge by restructuring the sales, alliances with other companies and so on. We are determined to strongly support MPC which strives for finding out a solution to those challenges by tightening the relations between MPC and MCC.
This TOB is aimed to solidify both in name and substance the positioning of MPC in our group management by owning more than half of MPC's issued shares.
2. Outline of TOB
| (1) |
Outline of the target company (as of September 30, 2003)
 |
1. |
Registered company name: Mitsubishi Pharma Corporation |
|
2. |
Date of establishment: August, 1940 |
|
3. |
Main business: The manufacture, sales and marketing, and import and export of pharmaceuticals |
|
4. |
Head office: 2-6-9, Hiranomachi, Chuo-ku, Osaka 541-0046, Japan |
|
5. |
Company representative: Teruo Kobori, President & CEO |
|
6. |
Paid-in Capital : 30,560 million yen |
|
7. |
Composition of major shareholders and shares held:
Mitsubishi Chemical Corporation (shares held: 45.08%)
Takeda Chemical Industries, Ltd. (shares held: 7.18%) |
|
8. |
Relationship with Mitsubishi Chemical Corporation
<capital relationship>
MCC is holding 45.08% of the total number of the issued and outstanding shares of the target company, and treating the target company as its consolidated subsidiary based on the control standard under the Japanese Consolidated Financial Statement Principles.
<personnel relationship>
MCC has sent 1 director and 1 statutory auditor to the target company. |
|
| (2) |
Class of stock to be purchased: common stock |
| (3) |
Period of TOB
|
Thirty-four days from November 13, 2003 (Thursday) and through December 16, 2003 (Tuesday) |
|
| (4) |
Purchase price: 840 yen per share |
| (5) |
Basis of calculation for assessment of purchase price:
|
The enterprise value of the target company (Discounted Cash Flow (DCF) method), market price trend, and comparable listed companies analysis are considered in a comprehensive manner. |
|
| (6) |
Number of shares planned to be purchased: 68,400 thousand shares
|
Note: Even if the total number of shares applied does not reach the number planned to be purchased, all the shares applied will be purchased. If the total number of shares applied exceeds the number planned to be purchased, all or part of the excess of shares applied will be not purchased and pro rata purchase shall be implemented and settled. |
|
| (7) |
Change of number of owned stock through TOB
|
Number of owned stock prior to TOB: 206,663 thousand shares (shares held: 45.08%)
Number of owned stock after TOB: 275,063 thousand shares (shares to be held: 60.00%) |
|
Note 1: |
The number of shares after TOB above is the number figured out at the time of purchasing 68,400 thousand shares through TOB. |
|
Note 2: |
Figures in parentheses are ratios to issued shares. If divided by the number of total shares with voting power, 45.60% and 60.68% respectively. |
|
Note 3: |
Aggregate number of issued shares of the target company is 453,270,045 shares as of September 30, 2003. |
|
| (8) |
Date of public notice of commencement of TOB:
|
November 13, 2003 (Thursday) |
|
| (9) |
Agent for TOB:
|
Nikko Citigroup Limited
2-20 Akasaka 5-chome, Minato-ku, Tokyo 107-6122, Japan
Takeover Bid Agent elects Sub-Agent below to undertake the role of Takeover Bid Agent:
Nikko Cordial Securities Inc.
3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo 100-8325, Japan |
|
| (10) |
Estimated cost for TOB: 58.0 billion yen (Estimated value)
|
Shall be financed mainly through the borrowing from banks. |
|
3. Consent by the Target Company
The board of directors of the target company has expresses their approval of implementation of this TOB.
4. Outlook
Upon completion of the process of TOB, the target company will be a consolidated subsidiary of MCC.
We further build up a close network with MPC centered on all the aspects of pharmaceutical business as well as strengthen the cooperation among other health care businesses, research and development divisions and MPC.
MPC plans to be a public company after this TOB.
| For further information, please contact |
| Public Relations and Investor Relations Dept. |
| Mitsubishi Chemical Corporation |
| Tel: [+81]-(0)3-6414-3730 |
|
|
|
 |
|
|
|
