Notice of Agreement
March 01 2005 - 1:03AM
UK Regulatory
RNS Number:1569J
Nipro Corporation
01 March 2005
NEWS RELEASE
To whom it may concern
February 28, 2005
Name of listed company: Nipro Corporation
Code number: 8086 (1st Section of Tokyo and Osaka Stock Exchange)
Head office: 9-3, Honjo-nishi 3-chome, Kita-ku,Osaka
President & CEO: Minoru Sano
Name of listed company: Chugai Pharmaceutical Co., Ltd.
Code number: 4519 (1st Section of Tokyo Stock Exchange)
Head office: 1-9, Kyobashi 2-chome, Chuo-ku, Tokyo
President & CEO: Osamu Nagayama
The Divestiture and Take Over of the Solid-Form Drug Plant
February 28, 2005 (Tokyo) - Nipro Corporation ("Nipro") (Head Office: Kita-ku,
Osaka. President: Minoru Sano) and Chugai Pharmaceutical Co., Ltd. ("Chugai")
(Head Office: Chuo-ku, Tokyo. President: Osamu Nagayama) announced today that
both parties have agreed on the divestiture of Chugai's Kagamiishi Plant
(Kagamiishi-machi, Iwase-gun, Fukushima) and Tohoku Chugai Pharmaceutical Co.,
Ltd. to Nipro and that both parties have signed the agreement accordingly. The
objectives for both parties are described below.
Nipro's objectives for take over
Since its establishment, Nipro has set "technology" as the corporate
philosophy and worked on production capacity expansion for medical equipment,
pharmaceuticals, and other equipment, as well as development of sophisticated
products of high quality, and expansion of the product lineup. Nipro's
pharmaceutical business is growing rapidly with sizable leverage on unique
technologies from in-house development of facilities for subcontracted
manufacturing of injectables, such as kits, that incorporate medical needs.
Meanwhile, it is expected that the needs for subcontractors will increase for
R&D oriented pharmaceutical companies with the implementation of the revised
Pharmaceutical Affairs Law.
Under these circumstances and with a set goal to become a comprehensive
manufacturer in healthcare, Nipro is driving forward its medical equipment
business, acknowledged globally as a "Nipro" brand, and also proceeding to
enhance the solid-form drugs business in addition to the firmly established
injectables business, on which a robust infrastructure for generic product
should be built. Taking over Kagamiishi Plant, which has long standing
experience in solid-form drugs manufacturing under Chugai, is consistent with
the capacity increase strategy through enhancement of Nipro's solid-form drugs
business and expansion of the subcontracted manufacturing business; therefore
the decision to take over the Plant as well as Tohoku Chugai Pharmaceutical
Co.,Ltd. has been made.
Chugai's objectives to divest
Chugai sets thorough streamlining and focused resource allocation for the
purpose of maintaining and reinforcing the in-house technical know-how as well
as pursuing further cost efficiency as a critical goal of its mid-term business
plan, "Sunrise 2010." Since its establishment in 1946, Kagamiishi Plant has
operated as Chugai's core site for solid-form drug production. Until today,
the plant has deployed such industry-leading efforts including establishment of
"Tohoku Chugai Pharamceutical Co., Ltd." in 1996 with focus on securing
quality and promoting efficient pharmaceutical manufacturing.
However, with the revised Pharmaceutical Affairs Law, effective as of April, how
well the partnership is managed with the manufacturing subcontractors with right
quality and technologies will significantly affect the efficiency of production
capability. After reviewing this situation it was decided that the best
solution would be to divest Kagamiishi Plant to a company that intended
enhancement of subcontracted manufacturing mainly for production and packaging
of solid-form drugs and to subcontract these functions to the company, Chugai
has recently decided to divest Kagamiishi Plant and its manufacturing
subcontractor, "Tohoku Chugai Pharmaceutical Co., Ltd." to Nipro.
Properties to be divested
Land, buildings, and facilities of Chugai's Kagamiishi Plant
All the outstanding shares of Tohoku Chugai Pharmaceutical Co., Ltd.
Divestiture timeline
February 25, 2005 Board meeting at Chugai
February 26, 2005 Board meeting at Nipro
February 28, 2005 Agreement signing
June 30, 2005 Execution of the divestiture (date to be finalized)
Overview of the parties concerned
Note: Data for Nipro are for the fiscal 2004 ended in March while Chugai's
are for the fiscal 2004 ended December.
Nipro Corporation
Established: 1954
Paid-in Capital: JPY 28,663,000,000
Net Sales: JPY 188,700,000,000 (Consolidated);
JPY 106,100,000,000 (Non-consolidated)
Net Income: JPY 9,500,000,000 (Consolidated);
JPY 7,800,000,000 (Non-consolidated)
No. of employees: 8,132 (Consolidated); 1,830 (Non-consolidated)
Business description:Manufacturing and marketing of medical equipment,
pharmaceuticals, and glass products
Chugai Pharmaceutical Co., Ltd.
Established: 1925
Paid-in Capital: JPY 70,531,000,000
Net Sales: JPY 294,700,000,000 (Consolidated);
JPY 285,100,000,000 (Non-consolidated)
Net Income: JPY 52,000,000,000 (Consolidated);
JPY 47,600,000,000 (Non-consolidated)
No. of employees: 5,327 (Consolidated); 4,713 (Non-consolidated)
Business description:Manufacturing, marketing, import and export of
pharmaceuticals
(Kagamiishi Plant)
Location: 428 Okanouchi, Kagamiishi, Iwase-gun, Fukushima
Representative: Masahiro Kuboki, General Manager, Kagamiishi Plant
and Representative Director and President, Tohoku Chugai
Pharmaceutical Co.,Ltd.
No. of employees: 158 (incl. 113 in Tohoku Chugai Pharmaceutical Co.,Ltd.)
Production items SIGMART, ULCERLMIN, RENAGEL, OXAROL and others
Please direct all inquiries on this matter to the following.
Nipro Corporation: General Affairs and Communications,
TEL: +81(6)6375-6700
Chugai Pharmaceutical Co., Ltd.: Corporate Communications,
TEL:+81(3)3273-0881
This information is provided by RNS
The company news service from the London Stock Exchange
END
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