Kirin and Terumo announce a basic agreement on a business collaboration
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- Published on Wednesday, 01 August 2007 04:00
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TOKYO, JAPAN | July 19, 2007 | On July 19, 2007, Kirin Pharma Company, Limited (Tokyo, Japan; President and Chairman of the Board of Directors, Katsuhiko Asano; hereinafter, "Kirin Pharma") and Terumo Corporation (Tokyo, Japan; Representative Director & President, Akira Takahashi; hereinafter, "Terumo") agreed upon collaboration to strengthen business operations in medical field and to further consolidate future growth strategies. In conjunction with this business collaboration, the above companies also agreed to mutually acquire the other party's shares with the objective of solidifying such collaboration.
Kirin Pharma and Terumo have a history of business collaboration, including the joint R&D of prefilled syringe preparations *1, and mutually recognized the need to forge an even stronger partnership in their efforts by expanding in the future into a more diverse and wider range of business operations in the fields of pharmaceutical products and medical equipments. The agreement was thus made in order to achieve such common vision of Kirin Pharma and Terumo.
*1 Prefilled syringe preparation: A pharmaceutical preparation filled in advance into syringes. As these drugs do not require transfer from ampules or vials to syringes before administration, their use has various merits, such as the prevention of infection and medication errors and enhanced efficiency of hospital operations.
Kirin Pharma, Terumo and Kirin Holdings Company, Limited (President and CEO, Kazuyasu Kato; hereinafter, "Kirin Holdings"), the holding company of the Kirin Group, reached the following arrangement for a mutual investment. Kirin Pharma in the market acquires Terumo shares worth 10 billion yen, and Terumo also in the market acquires Kirin Holdings shares worth 10 billion yen, both by December 28th, 2007. Terumo acquires Kirin Holdings shares because Kirin Pharma's shares are not publicly traded.
[Summary of collaboration]
1) Summary of business collaboration
The summary of the business collaboration between the companies is as follows:
-- Strengthening of joint R&D as well as future manufacturing of prefilled syringe preparations
-- Investigation for R&D of products integrating the liposome technology *2 owned by Terumo and Kirin Pharma's pharmaceutical research asset
-- Investigation of joint projects and other cooperation regarding treatment of chronic kidney disease
*2 Liposome technology: Liposomes are microscopic particles composed of lipids. Because drugs can be enclosed in liposomes or their membranes for transport to specific sites, liposome technology has attracted attention as a drug delivery system (DDS). The use of liposomes is expected to enhance drug efficacy while reducing side effects.
2) Summary of mutual investment
The planned number of shares to be acquired and its proportion to the total number of shares issued for each company are as follows:
-- Total number of shares issued by Kirin: 984,508,387
Planned number of shares to be acquired by Terumo: 5,491,488 (approximately 0.6% of the total number of shares issued)
-- Total number of shares issued by Terumo: 210,876,260
Planned number of shares to be acquired by Kirin Pharma: 2,164,502 (approximately 1.0% of the total number of shares issued)
-- All figures are estimated based on the closing share prices on the Tokyo Stock Exchange on July 18, 2007.
SOURCE: KIRIN PHARMA