About a Tender Offer and a Management Buyout
Q: What is a Tender Offer?
A: A tender offer is a system prescribed under the Financial Instruments and Exchange Act, and mainly applied when acquiring shares, etc. from an unspecified large number of persons. In this process, the tender offeror discloses the purchase price, tender offer period, and other information. The target company also expresses its opinion on the tender offer and makes necessary disclosures. All holders of the relevant shares, etc. are thereby provided with the opportunity to sell their shares, etc. under the same conditions. The purchase of such shares, etc. is conducted off- market.
Q: What is a Management Buyout (MBO)?
A: A Management Buyout generally refers to a transaction where the management of the target company invests all or part of the acquisition funds and acquires shares of the target company, assuming the continuation of its business. In this tender offer, the tender offeror, TAIYO KOSAN CO., INC. is wholly owned by Mr. Kazuhide Nakatomi, Representative Director and President of the Company, and it is planned that Mr. Nakatomi will continue managing the Company after its delisting. Therefore, this transaction qualifies as an MBO. For details, please refer to the opinion statement press release disclosed by the Company on January 6, 2026.
Background and Significance of This Tender Offer
Q: What are the background and significance of this transaction?
A: As the pharmaceutical and healthcare business market undergoes significant changes due to social and economic shifts, management environment surrounding us is expected to become even more challenging. In order to continue developing drugs that meet the needs of healthcare professionals, patients, and consumers, and to fulfill our mission as a pharmaceutical company, we have decided that it is essential to implement this transaction and build a strong and stable management system that allows for agile and flexible decision-making based on a medium- to long-term perspective.
Q: Does the Company support this tender offer?
A: The Company has comprehensively considered the background and purpose leading the tender offeror to decide to implement this tender offer, the process of decisionmaking, the management policy after this tender offer, and our business environment. We have determined that the purpose of this transaction, which includes contributing to the enhancement of our corporate value, is legitimate and reasonable. Furthermore, based on legal advice from Nishimura & Asahi (Gaikokuho Kyodo Jigyo) and a share valuation report and financial advice from Mitsubishi UFJ Morgan Stanley Securities, we consider the terms and financing of this transaction, including the tender offer price, to be fair and appropriate and this transaction is fair to the general shareholders of the Company. Therefore, at the Board of Directors meeting held on January 6, 2026, the Company expressed its support for this tender offer and resolved to recommend that our shareholders apply for this tender offer. For details of this resolution, please refer to the opinion statement press release disclosed by the Company on January 6, 2026.
Q: Why is the tender offer period set to 30 business days?
A: This tender offer is an MBO by TAIYO KOSAN CO., INC., which is wholly owned by Mr. Kazuhide Nakatomi, Representative Director and President of the Company. In order to ensure fairness in this tender offer, including providing shareholders with sufficient time to appropriately make an application decision a period of 30 business days has been set, which is longer than the minimum period prescribed by law.