To whom it may concern:
Company Name: Santen Pharmaceutical Co., Ltd. Name of Representative: Akira Kurokawa, President and Chief Executive Officer (Code: 4536; First Section of the Tokyo Stock Exchange) Contact: Takashi Hibi, General Manager, Corporate Communication Group (Tel: +81-6-4802-9360)
OSAKA, Japan, May 12, 2015 (GLOBE NEWSWIRE) -- Santen Pharmaceutical Co., Ltd. (“Santen”) announced today that it has resolved at its board of directors meeting held on May 12, 2015 to enter an agreement with Showa Yakuhin Kakou Co., Ltd. (“Showa Yakuhin”) and Hyperion Pharma Co., Ltd. (“Hyperion”) to assign its anti-rheumatic pharmaceuticals business to Hyperion, under a simplified company-split method under the Company Act of Japan (“Assignment”). On the same date, Santen, Hyperion, and Showa have entered into the agreement on the Assignment.
Showa Yakuhin is a pharmaceutical company, which is under an investment fund, being advised by Unison Capital, Inc. (“Unison”). After the completion of the Assignment, Showa Yakuhin intends to merge its pharmaceutical business with the anti-rheumatic pharmaceuticals business succeeded by Hyperion.
Hyperion is a wholly owned special purpose company of an investment fund which Unison advises, which was established to succeed the subject anti-rheumatic pharmaceuticals business from Santen.
The details are set out in the Exhibit.
Santen forward-looking statements
Information provided in this press release contains so-called “forward-looking statements.” The realization of these forecasts is subject to risk and uncertainty from various sources. Therefore, please note that the actual results may differ significantly from the forecasts. Business performance and financial conditions are subject to the effects of change in regulations made by the respective governments of Japan and other nations concerning medical insurance, drug pricing, and other systems and to fluctuations in market variables, such as interest rates and foreign exchange rates.
| To whom it may concern: |
| Company Name: Santen Pharmaceutical Co., Ltd. |
| Name of Representative: Akira Kurokawa, President and Chief Executive Officer |
| Company Name: Showa Yakuhin Kako Co., Ltd. |
| Name of Representative: Hikaru Ouchi, President and Chief Executive Officer |
| Company Name: Unison Capital, Inc. |
| Name of Representative: Nobuyoshi Ehara, Representative Director |
Announcement of Santen’s Assignment of its Anti-Rheumatic Pharmaceuticals Business
to Hyperion Pharma (SPC) through Simplified Company Split Method
Santen Pharmaceutical Co., Ltd. (“Santen”), Showa Yakuhin Kako Co., Ltd. (“Showa”), and Unison Capital, Inc. (“Unison”) hereby announce that on May 12, 2015, Santen, Hyperion Pharma Co., Ltd. (“Hyperion”), and Showa have entered into an agreement under which Santen assigns and Hyperion succeeds to Santen’s anti-rheumatic pharmaceuticals business (the “Anti-Rheumatic Pharmaceuticals Business"; this succession of business, the “Transaction”) through simplified company split method.
Both Hyperion and Showa are controlled by funds for which Unison acts as an advisor. Hyperion is a company newly incorporated for the purpose of the Transaction and will change its trade name before completion of the Transaction.
1. Purpose of the Transaction
Santen is working to realize its long-term strategic vision through 2020, which is to become a “specialized pharmaceutical company with a global presence.” Santen employs a variety of measures particularly in the field of ophthalmology, such as providing products and services that reflect feedback from clinical practice worldwide and strengthening global R&D capabilities, in order to become a company trusted and recognized by patients around the world. As a result of the Transaction, Santen will focus completely on the ophthalmic pharmaceutical business and become much more specialized to meet patients’ needs for advanced medical care, and by doing so, Santen is aiming to become one of the top three ophthalmic pharmaceutical companies in the world by 2020. At the same time, Santen has established a strong presence in the field of the Anti-Rheumatic Pharmaceuticals Business by gaining the largest share in the market in Japan for disease-modifying anti-rheumatic drugs (DMARDs). Santen believes that the Transaction, through which Santen’s Anti-Rheumatic Pharmaceuticals Business is succeeded to by Hyperion, which aims to become a pharmaceutical company specializing in orthopedics and rheumatism, will make a further contribution to the improvement of patients’ quality of life.
On the other hand, based on its management policy, the “Thorough Pursuit of ‘Niche,’ ‘Uniqueness,’ and ‘High Added Value,’” Showa has concentrated its management resources on niche markets in the pharmaceutical and dental drug business. In particular, the antipyretic analgesic “Calonal,” which is Showa’s core product in the pharmaceutical business, has gained a high degree of trust from medical professionals, including doctors and pharmacists, and holds the top share of approximately 80% of the acetaminophen drug market.
After the Transaction, Showa plans to integrate its pharmaceutical business to Hyperion. Hyperion, the newly integrated company, will start operation as a company specialized in orthopedics and rheumatism. Hyperion will take on Santen’s expertise in rheumatism as well as the activities carried out by Showa in the field of analgesics as Hyperion’s two core businesses and work toward further growth. In the future, Hyperion will expand its business into osteoporosis and osteoarthritis and establish an “open platform in orthopedics and rheumatism,” while keeping in mind development of its biological products business.
2. Method of the Transaction
In the Transaction, the rights and obligations relating to Santen’s Anti-Rheumatic Pharmaceuticals Business will be succeeded to by Hyperion through an absorption-type company split (the “Company Split”). However, approvals for manufacture and sales, inventories, contractual statuses under certain relevant agreements, and the like held by Santen in relation to the Anti-Rheumatic Pharmaceuticals Business will be separately transferred to Hyperion after Hyperion establishes structures for manufacture and distribution of each product and will not be transferred through the method of a company split.
On and after the effective date of the Company Split, Hyperion will provide information about the products to medical professionals and distribute the products succeeded to by Hyperion from Santen through the Transaction. Santen and Hyperion will cooperate with each other so that, as promptly as possible after the effective date of the Company Split, Hyperion can succeed to the approvals for manufacture and sales of certain products that are currently held by Santen. After completion of procedures for succession of approvals for manufacture and sales, Hyperion will manufacture and distribute the products and provide information about the products.
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