February 07, 2025 I Mitsubishi Chemical Group Corporation (MCG) hereby announces that it has resolved, at a meeting of the Board of Directors held today, to transfer its consolidated subsidiary, Mitsubishi Tanabe Pharma Corporation (Head Office: Chuo-ku, Osaka, Representative: Akihiro Tsujimura, Hiroaki Ueno, “MTPC”), which engages in the manufacturing and sales of pharmaceutical products, to K.K. BCJ-94, a special purpose company indirectly owned by funds advised by Bain Capital Private Equity, LP (together with its affiliates, “Bain Capital”) (the “Transfer”). Following the Transfer, MTPC and its subsidiaries (sub-subsidiaries of MCG) Medicago Inc., Welfide International Corporation, and Alpha Therapeutic Corporation will no longer be specified subsidiaries of MCG.
The specific method of this Transfer is currently under review and will be announced once a decision is made. The completion of the Transfer is expected in the second quarter of FY 3/2026, subject to certain conditions including approval of the Transfer at MCG’s annual shareholders’ meeting and Bain Capital’s obtainment of necessary clearance and approval pursuant to the competition laws and related laws and regulations of Japan and other relevant jurisdictions.
Reason for the transfer
As a core company in MCG’s pharmaceutical business, MTPC has contributed to society by creating innovative pharmaceutical products and to the stability and strengthening of MCG’s financial base. However, with the advancement of therapeutic drugs and diversification of modalities, the disease areas with unmet needs are gradually shrinking. Moreover, given that possibility of success of drug discovery is not high, continuous additional investments are essential for enhancing MTPC’s research and development capabilities and achieving further growth.
Under these circumstances, based on “KAITEKI Vision 35” and “New Medium-Term Management Plan 2029” announced on November 13, 2024, we have been exploring the best partner to achieve future growth in the pharmaceuticals business. Consequently, from a comprehensive perspective including alignment of management policies aimed at MTPC’s growth, we have reached an agreement to transfer of MTPC to Bain Capital, which has extensive investment experiences in healthcare sector. MCG believes that it would be the best option for MTPC to execute a growth strategy under multifaceted support from a new partner deeply knowledgeable in the pharmaceuticals business in order to maximize its enterprise value.
We plan to utilize the funds obtained through the Transfer to improve our financial base by reducing debt, to enhance shareholder returns, and to advance our growth strategy centered on the chemicals business by reinvesting in the five business focus areas based on the “KAITEKI Vision 35”.
Future outlook
Following approval of the Transfer at MCG’s annual shareholders’ meeting, MTPC and its subsidiaries and affiliate will be categorized as discontinued operations. MCG expects to record pre-tax income from discontinued operations of approximately 95 billion yen in the second quarter of FY 3/2026 in relation to the Transfer. However, this number may differ from the final result although it is predicted based on the financial results as of end of December 2024. We will promptly announce if any matters that should be disclosed arise in the future.
The impact of the Transfer on MCG’s consolidated performance in FY 3/2025 is expected to be minor.
SOURCE: Mitsubishi Chemical Group
Post Views: 123
February 07, 2025 I Mitsubishi Chemical Group Corporation (MCG) hereby announces that it has resolved, at a meeting of the Board of Directors held today, to transfer its consolidated subsidiary, Mitsubishi Tanabe Pharma Corporation (Head Office: Chuo-ku, Osaka, Representative: Akihiro Tsujimura, Hiroaki Ueno, “MTPC”), which engages in the manufacturing and sales of pharmaceutical products, to K.K. BCJ-94, a special purpose company indirectly owned by funds advised by Bain Capital Private Equity, LP (together with its affiliates, “Bain Capital”) (the “Transfer”). Following the Transfer, MTPC and its subsidiaries (sub-subsidiaries of MCG) Medicago Inc., Welfide International Corporation, and Alpha Therapeutic Corporation will no longer be specified subsidiaries of MCG.
The specific method of this Transfer is currently under review and will be announced once a decision is made. The completion of the Transfer is expected in the second quarter of FY 3/2026, subject to certain conditions including approval of the Transfer at MCG’s annual shareholders’ meeting and Bain Capital’s obtainment of necessary clearance and approval pursuant to the competition laws and related laws and regulations of Japan and other relevant jurisdictions.
Reason for the transfer
As a core company in MCG’s pharmaceutical business, MTPC has contributed to society by creating innovative pharmaceutical products and to the stability and strengthening of MCG’s financial base. However, with the advancement of therapeutic drugs and diversification of modalities, the disease areas with unmet needs are gradually shrinking. Moreover, given that possibility of success of drug discovery is not high, continuous additional investments are essential for enhancing MTPC’s research and development capabilities and achieving further growth.
Under these circumstances, based on “KAITEKI Vision 35” and “New Medium-Term Management Plan 2029” announced on November 13, 2024, we have been exploring the best partner to achieve future growth in the pharmaceuticals business. Consequently, from a comprehensive perspective including alignment of management policies aimed at MTPC’s growth, we have reached an agreement to transfer of MTPC to Bain Capital, which has extensive investment experiences in healthcare sector. MCG believes that it would be the best option for MTPC to execute a growth strategy under multifaceted support from a new partner deeply knowledgeable in the pharmaceuticals business in order to maximize its enterprise value.
We plan to utilize the funds obtained through the Transfer to improve our financial base by reducing debt, to enhance shareholder returns, and to advance our growth strategy centered on the chemicals business by reinvesting in the five business focus areas based on the “KAITEKI Vision 35”.
Future outlook
Following approval of the Transfer at MCG’s annual shareholders’ meeting, MTPC and its subsidiaries and affiliate will be categorized as discontinued operations. MCG expects to record pre-tax income from discontinued operations of approximately 95 billion yen in the second quarter of FY 3/2026 in relation to the Transfer. However, this number may differ from the final result although it is predicted based on the financial results as of end of December 2024. We will promptly announce if any matters that should be disclosed arise in the future.
The impact of the Transfer on MCG’s consolidated performance in FY 3/2025 is expected to be minor.
SOURCE: Mitsubishi Chemical Group
Post Views: 123
