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Acquisition of Amato Pharmaceutical's Stock by ROHTO (Subsidiarization)

Management

Acquisition of Amato Pharmaceutical's Stock by ROHTO (Subsidiarization)

Jun 8, 2021

ROHTO Pharmaceutical Co., Ltd. (Head Office: Ikuno-ku, Osaka City; President: Masashi Sugimoto; hereinafter "ROHTO Pharmaceutical") has resolved to acquire more than two-thirds of the ownership stake in Amato Pharmaceutical Products, Ltd. (Head Office: Toyonaka City, Osaka Prefecture; President: Ryozo Otsuki; hereinafter "Amato Pharmaceutical"), with the aim of expanding its operations in the over-the-counter (OTC) field, specifically general pharmaceuticals. We are pleased to announce that the share transfer agreement was signed today, and we will proceed with the necessary procedures to complete the transfer by August 31 of this year..

Reason for Stock Acquisition

Amato Pharmaceutical, founded in the late Edo period, traces its roots to the Amato Pharmaceutical Chemical Research Institute established in 1921. It is known for pioneering "Boraginol®," a new drug for hemorrhoids in Japan, introduced in the same year. After being restructured as Amato Pharmaceutical Products, Ltd. in 1950, the company has continuously manufactured and sold the same product for a century. In the categories of medicinal pharmaceuticals and OTC pharmaceuticals for hemorrhoids, Amato Pharmaceutical holds leading positions with high market share.

In OTC pharmaceuticals, the company places importance on disseminating information to enhance health literacy along with its products. It enjoys strong brand recognition in the domestic market, and its products are well-received by customers. In medicinal pharmaceuticals, it has earned the trust of medical professionals and has developed a stable business over the long term.

Masashi Sugimoto, President of ROHTO Pharmaceutical, expressed, "We feel a significant social responsibility in inheriting Amato Pharmaceutical's hemorrhoid treatment business, which has a long tradition and solid customer trust. As one of our visions for 2030, ROHTO Pharmaceutical aims to become a leading company in OTC pharmaceuticals. Amato Pharmaceutical's products are not only a significant step toward realizing this vision but also an opportunity to leverage our overseas network, enhance our subsidiary's sales channels and marketing expertise, and achieve further business expansion. We believe this will ultimately bring joy to customers worldwide."

Ryozo Otsuki, President of Amato Pharmaceutical, commented, "Supported by a corporate group with a strong spirit of innovation in Japan and abroad, I hope to breathe new life into the 'Boraginol®' brand, bringing even more satisfaction to patients. We aim to contribute to the well-being of people and help them lead healthy and happy lives."

Number of Acquired Shares/Ownership Before and After Acquisition

(1) Number of Shares Owned Before Transfer 0 shares
(2) Number of Acquired Shares 860,000 shares
(3) Acquisition Price Not disclosed (due to contractual reasons)
(4) Number of Shares Owned After Transfer 860,000 shares (Voting Rights Ownership Ratio: 67.19%)

Company Overview Related to this Matter

ROHTO Pharmaceutical Co., Ltd.

(1) Name ROHTO Pharmaceutical Co., Ltd.
(2) Location 1- 8-1, Tatsumi-nishi, Ikuno-ku, Osaka City, Osaka Prefecture
(3) Position and Name of Representative President and Chief Operating Officer Masashi Sugimoto
(4) Business Activities Manufacture and sale of pharmaceuticals, cosmetics, functional foods, etc.
(5) Capital JPY 6,504 million (as of March 2021)
(6) Date of Establishment September 15, 1949
(7) Number of Employees 6,596 (as of March 2021, on a consolidated basis)
(8)Recent Financial Results Sales Revenue JPY 181,287 million (Consolidated, as of March 2021)

Amato Pharmaceutical Products, Ltd.

(1) Name Amato Pharmaceutical Products, Ltd.
(2) Location 1-5-3, Shinsenri Higashi-machi, Toyonaka City, Osaka Prefecture , Japan (Senri Asahi Hankyu Building)
(3) Position and Name of Representative President, Representative Director, Chief Executive Officer Ryozo Otsuki
(4) Business Activities Manufacturing and marketing of pharmaceutical products
(5) Capital JPY 96 million
(6) Date of Establishment: October 11, 1921
(7) Number of Employees 172 (as of the end of March 2021, on a standalone basis)
(8) Recent Financial Results Sales Revenue JPY 5,860 million (Actual results for the fiscal year ending March 2021, before the annual general meeting of shareholders)
(9) Relationship between the listed company and Amato Pharmaceutical Capital relationship TakedaTakeda Pharmaceutical Co., Ltd 30%
Personnel Relationship: None
Transaction Relationship: Takeda Pharmaceutical Company Limited - Sale of medicinal pharmaceuticals

Schedule

(1) Date of Board Resolution June 8, 2021
(2) Date of Contract Conclusion June 8, 2021
(3) Date of Stock Transfer Execution August 31, 2021 (scheduled)

Future Outlook

The impact on the consolidated financial statements of our group for the fiscal year ending March 2022 is expected to be minor, and we will promptly announce any matters that should be disclosed.