September 26, 2024
Asahi Kasei Pharma Corp.

Asahi Kasei Pharma concluded a final agreement on September 24, 2024, with Nagase & Co., Ltd. (Nagase) regarding the transfer to Nagase of its diagnostics business, Ohito Pharmaceuticals Plant, and Ohito Office (the Transfer).

1. Purpose of the Transfer

The Asahi Kasei Group aims for income growth in its Health Care sector through the growth of medical devices and related products in the field of critical care, continuous expansion of the pharmaceuticals business, and development of the bioprocess business. As each area has significant growth opportunities that will continue to require focused investment, a portfolio review was performed to determine future priorities. As part of this process, Asahi Kasei Pharma carefully studied various options for its diagnostics business (the Business), including the possibility of transfer to another company that could generate synergy with the Business from the perspective of being the best owner. Asahi Kasei Pharma determined that it would be best for the Business to operate not under the Asahi Kasei Group but under Nagase, which has a firm presence and outstanding technological capabilities in bio-related fields and is capable of making proactive investments for the growth of the Business.

2. Subject of the Transfer

• 1)Scope of the Transfer

  The following operations and organizations of Asahi Kasei Pharma:

  • All operations related to the manufacture, development, and sale of diagnostic reagents and enzymes for diagnostic reagents
  • Ohito Pharmaceuticals Plant

    (manufacturing plant for raw material of enzymes for diagnostic reagents, and for active pharmaceutical ingredients of Bredinin™ and other pharmaceuticals)

  • Ohito Office

    (infrastructure management organization mainly for the Ohito District overall, including the Business and the Ohito Pharmaceuticals Plant)

    • Note:Organizations and affiliated companies other than those listed above are excluded from the Transfer.
• 2)Overview of the transferring operations and organizations

  Asahi Kasei Pharma’s diagnostics business and Ohito Pharmaceuticals Plant have contributed to life and living for people around the world in the pharmaceuticals and diagnostics fields since the launch of penicillin in 1947 by leveraging original fermentation technology derived from the brewing of alcoholic beverages. In the diagnostics business, Asahi Kasei Pharma manufactures and sells various enzymes for diagnostic reagents for blood glucose, lipids, kidney function, liver function, etc., as well as Lucica™ GA-L2 in vitro diagnostic kits, etc. The Ohito Pharmaceuticals Plant manufactures active pharmaceutical ingredients for Bredinin™ immunosuppressant and other pharmaceuticals. The Ohito Office mainly performs infrastructure management functions for the Ohito District of Asahi Kasei Pharma, including both the diagnostics business and the Ohito Pharmaceuticals Plant.

3. Overview of Nagase

Since its founding in 1832, Nagase has operated as a trading company handling a wide variety of materials mainly based on chemicals, and built up technologies and networks in a broad range of industries. Nagase began manufacturing enzymes in 1939 and has profound expertise of biotechnology, including through the acquisition of Nagase Viita Co., Ltd. (formerly Hayashibara Co., Ltd.) in 2012. Through synergy with the biotechnologies field in the strategic development area utilizing the Nagase Group’s R&D function, Nagase aims to achieve its vision of “realizing a sustainable world where people live with peace of mind” as a company that solves manufacturing issues through materials.

4. Configuration of the Transfer

With an effective date scheduled for July 1, 2025, Asahi Kasei Pharma will transfer its rights and obligations pertaining to the Transfer, and its land and facilities in the Ohito District, to a subsidiary which it is scheduled to newly establish (New Company) by incorporation-type separation. On the same date, Asahi Kasei Pharma will transfer all of said shares to Nagase.

Other organizations in the Ohito District such as the Pharmaceuticals Research Center, Production Management Dept., etc., which are excluded from the Transfer, are scheduled to remain under Asahi Kasei Pharma and continue their operations in the Ohito District.

After the Transfer, the New Company under Nagase will continue to employ the personnel assigned to the transferred operations and organizations.

5. Future outlook

After the Transfer, the Ohito Pharmaceuticals Plant is scheduled to continue supplying Asahi Kasei Pharma with active pharmaceutical ingredients through an outsourced manufacturing agreement between Asahi Kasei Pharma and the New Company, which will work together to fulfill their responsibilities to maintain a stable supply.

The effect of the Transfer on the consolidated earnings of Asahi Kasei is immaterial.

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