AGREEMENT CONCERNING THE INTEGRATION OF
THE GASTROINTESTINAL DISEASE BUSINESS OF EISAI CO., LTD. AND
AJINOMOTO PHARMACEUTICALS CO., LTD. BY ABSORPTION-TYPE SPLIT
Aiming to become Japan’s Largest Gastrointestinal Specialty Pharma
TOKYO, October 15, 2015– Eisai Co., Ltd. (CEO: Haruo Naito, Headquarters: Tokyo, Eisai) and Ajinomoto Co., Inc. (CEO: Takaaki Nishii, Headquarters: Tokyo, Ajinomoto Co.) signed an integration agreement today concerning the splitting off of a portion of Eisai’s gastrointestinal disease treatment business and its subsequent succession by Ajinomoto Co.’s wholly-owned subsidiary AJINOMOTO PHARMACEUTICALS CO., LTD. (“AJINOMOTO PHARMACEUTICALS”) via an absorption-type split.
The trade name for the new integrated company will be “EA Pharma Co., Ltd.” (“EA Pharma”). Eisai will hold 60% of the shares in EA Pharma, while Ajinomoto Co. will hold the remaining 40%, and the company will be one of Eisai’s consolidated subsidiaries and an affiliated company accounted for by the equity-method for Ajinomoto Co.

1. Purpose of establishing the new integrated company
 In the field of gastrointestinal diseases, Eisai has a history of drug discovery and information provision activities spanning more than 60 years, with a wealth of experience, knowledge and networks based on years of work on its powerful products and pipeline. On the other hand, as a member of the Ajinomoto Group which aims to be a group of companies that contributes to human health globally based on its amino acid technology founded upon the discovery of umami, AJINOMOTO PHARMACEUTICALS has a unique pipeline and products that no other company possesses, especially in the field of gastrointestinal diseases. The integration of Eisai’s gastrointestinal disease business and AJINOMOTO PHARMACEUTICALS’ business will result in the establishment of EA Pharma, one of Japan’s largest gastrointestinal specialty pharmas.
 Not only has there been an increase in the incidence of gastrointestinal diseases due to population aging, there has also been a sharp increase in the incidence of intractable autoimmune diseases such as Crohn's disease and ulcerative colitis among the younger population as well due to issues of lifestyle changes and increasing social stress, leading to the existence of unmet medical needs in the field of gastrointestinal disease. By consolidating products, this new integrated company will bring together a product lineup that will comprehensively cover the upper and lower digestive tract as well as the liver and pancreas, enabling the provision of an even wider range of solutions in the field of gastrointestinal disease as well as specialized information for healthcare professionals. In addition, research and development will aim to discover innovative new medicines that fulfill unmet medical needs through the exchange of expertise and know-how between the companies on gastrointestinal diseases as well as the consolidation of both companies’ in-development products to bring together a pipeline from which new treatments will be consistently launched. Furthermore, when pipeline products are launched in the future, Eisai’s global business network can be leveraged for global expansion, maximizing value for patients.
 The new integrated company will increase profitability through marketing synergies from integration and the pursuit of efficiency through the review of overlapping functions, and will also secure necessary resources for new drug development to realize sustained growth. Furthermore, as one of Japan’s largest gastrointestinal specialty pharmas, the new integrated company will be able to thoroughly understand the needs of gastrointestinal disease patients, and by addressing these needs, will provide higher quality value for patients and their families as well as healthcare professionals.
2. Details of Integration
1)Schedule of integration agreement and absorption-type company split
Executive Committee meeting to approve the integration
agreement and absorption-type company split agreement (Eisai)
October 15, 2015
Board of Directors meeting to approve the integration agreement
(Ajinomoto Co.)
October 15, 2015
Date of conclusion of the integration agreement (Eisai, Ajinomoto
Co.)
October 15, 2015
Date of conclusion of the absorption-type company split
agreement (Eisai, AJINOMOTO PHARMACEUTICALS)
February 2016 (scheduled)
Extraordinary General Meeting of Shareholders (AJINOMOTO
PHARMACEUTICALS)
March 2016 (scheduled)
Effective date of the absorption-type company split April 1, 2016 (scheduled)
(Note) The absorption-type company split is to be conducted by Eisai as a simplified absorption-type company split as defined in Paragraph 3, Article 784, of the Companies Act. Accordingly, no approval by a general meeting of shareholders is required.
2)Method of absorption-type company split
 In this absorption-type company split, Eisai will be the splitting company and AJINOMOTO PHARMACEUTICALS will be the succeeding company.
3)Details of stock allocation
 As consideration for the absorption-type company split, AJINOMOTO PHARMACEUTICALS will allocate 6,000 ordinary shares of AJINOMOTO PHARMACEUTICALS to Eisai. As a result, Eisai will hold 60% of the new integrated company’s total stock issued.
 Furthermore, Ajinomoto Co. will merge a portion of its shares in AJINOMOTO PHARMACEUTICALS before the effective date of the absorption-type company split, with the result being that the number of shares of AJINOMOTO PHARMACEUTICALS held by Ajinomoto Co. will be 4,000 shares.
4)Treatment of stock options and corporate bonds with stock options for the splitting company
 Although Eisai has issued stock options, there will be no change to the treatment of these stock options due to the absorption-type company split.
 Furthermore, Eisai has not issued any corporate bonds with stock options.
5)Increase or decrease of capital stock due to the absorption-type company split
 There will be no change in Eisai’s capital stock due to the absorption-type company split.
6)Rights and obligations to be succeeded by the succeeding company
 Ajinomoto Pharmaceuticals will succeed the assets and contracts relating to the portion of Eisai’s business covered by the absorption-type company split agreement, as well as the rights and obligations incidental thereto. Furthermore, AJINOMOTO PHARMACEUTICALS’s assumption of debts relating to the business shall be conducted without recourse to Eisai.
7)Capability of satisfying liabilities
 It has been judged that AJINOMOTO PHARMACEUTICALS will not have any problem in performing its obligations relating to the liabilities it will bear following the absorption-type company split.
Eisai’s gastrointestinal disease business will be split off and succeeded by AJINOMOTO PHARMACEUTICALS via an absorption-type company split.
As consideration for the absorption-type company split, AJINOMOTO PHARMACEUTICALS will allocate 6,000 ordinary shares of AJINOMOTO PHARMACEUTICALS to Eisai. As a result, Eisai will hold 60% of the new integrated company’s total stock issued.
3. Status of the succeeding company after the absorption-type company split
 
(1) Company name EA Pharma Co., Ltd.
(2) Location 2-1-1 Irifune, Chuo-ku, Tokyo, Japan
(3) Representative Hajime Shimizu, Representative Director and President
(4) Scope of business Research and development, manufacturing, sales of pharmaceuticals
(5) Capital JPY 4,650 million
(6) Fiscal year-end March 31
4. Expected impact on the consolidated financial results
 The impact of the absorption-type company split on the consolidated financial results forecasts for the fiscal year ending March 31, 2016 of Eisai and is expected to be minimal. The impact of the absorption-type company split on the consolidated financial results forecasts for the fiscal year ending March 31, 2016 of Ajinomoto Co. is under investigation.
5. Other
 The absorption-type company split assumes that the waiting period based on the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, as well as international competition laws, has expired, and there are no factors that will interfere with the execution of this absorption-type company split agreement such as cease and desist orders from the Japan Fair Trade Commission or any international competition regulatory organizations.

About Eisai
Eisai Co., Ltd. is a leading global research and development-based pharmaceutical company headquartered in Japan. We define our corporate mission as "giving first thought to patients and their families and to increasing the benefits health care provides," which we call our human health care (hhc) philosophy. With over 10,000 employees working across our global network of R&D facilities, manufacturing sites and marketing subsidiaries, we strive to realize our hhc philosophy by delivering innovative products in various therapeutic areas with high unmet medical needs.
As a global pharmaceutical company, our mission extends to patients around the world through our investment and participation in partnership-based initiatives to improve access to medicines in developing and emerging countries.
For more information about Eisai Co., Ltd., please visit www.eisai.com.

About Ajinomoto Co.
Ajinomoto Co. is a global manufacturer of high-quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and specialty chemicals. For many decades Ajinomoto Co. has contributed to food culture and human health through wide-ranging application of amino acid technologies. Today, the company is becoming increasingly involved with solutions for improved food resources, human health and global sustainability. Founded in 1909 and now operating in 26 countries and regions, Ajinomoto Co. had net sales of JPY 1,006.6 billion (USD 9.17 billion) in fiscal 2014. For more about Ajinomoto Co. (TYO: 2802), visit www.ajinomoto.com.

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