Tsumura & Co. (Headquarters: Tokyo, President: Junichi
Yoshii) is pleased to announce that an extraordinary meeting of the Board of
Directors held on July 15, 2008 adopted a resolution to transfer all shares
in a subsidiary, Tsumura Lifescience Co., Ltd. (hereinafter referred to as
"TLS"), to Plumeria Co., Ltd., a share transferee company wholly owned by a
fund operated by WISE PARTNERS, INC. Details are as follows:
1. Reasons for the transfer of shares
Tsumura has focused on and specialized in the businesses of Kampo medicine and
crude drug, contributing to health and healthcare under its management principle
of seeking the "best of nature and science." To respond to steady demands for
Kampo formulation for prescription, Tsumura has aggressively invested in establishing
tracing systems to stabilize the supply of safe and reliable raw materials for
crude drug, and in developing production systems to stabilize the supply of Kampo
products.
Created through a company split in October 2006, TLS is manufacturing and selling
products, focusing on bath additives and including hair-growth formulas and cleaning
agents, in Japan under its basic philosophy of "offering healthy and fulfilling
lifestyles by working to harmonize the body, the mind and the environment, with
symbiosis with nature as the starting point."
To develop these businesses, Tsumura has decided to transfer TLS shares to Plumeria
Co., Ltd. for the following reasons:
| |
1) |
The businesses of TLS have little synergy with Kampo businesses, which
are the core business for Tsumura. Under this situation, an aggressive investment
in TLS operations is impossible. |
| |
2) |
The WISE PARTNERS, INC. proposal is based on a management buyout. This
scheme can be expected to maintain the current management organization and
organizational structure of TLS, and to sustain aggressive support for TLS
as it seeks to increase the value of its operations. |
| |
3) |
An improvement in funding and creditworthiness can be expected from
WISE PARTNERS, INC., which aims to transform TLS into a public company in
the future. |
2. Share transfer schedule
Share transfer agreement conclusion date: July 15, 2008
Share transfer execution date: August 29, 2008 (plan)
3. Value of shares to be transferred
 4,550 million
Tsumura received dividends totaling 765 million from TLS prior to the share
transfer. The value of shares to be transferred and dividends received total 5,315 million.
4. Overview of the subsidiary whose shares will be transferred
| |
| Business name |
Tsumura Lifescience Co., Ltd. |
| Representative |
Kazunori Koga |
| Head office |
Tamachi Kiyota Bldg.
4F, 4-3-4 Shibaura, Minato-ku, Tokyo |
| Establishment |
June 22, 2006 |
| Capital stock |
200 million |
| Business description |
Manufacture and sales
of quasi drugs (bath additives, hair-growth agents and etc.), sundry
articles and like |
|
|
5. Overview of the transferee
| |
| Business name |
Plumeria Co., Ltd. |
| Representative |
Hiroyuki Kurihara |
| Head office |
Parkside House 7F, 2 Ichibancho, Chiyoda-ku,
Tokyo |
| Establishment |
July 1, 2008 |
| Business description |
Share transferee company established
for the purpose of taking over TLS operations |
|
| * |
Plumeria Co., Ltd. is a company wholly owned by a fund operated by
WISE PARTNERS, INC. (WP1 Investment Limited Partnership). |
[Reference] Overview of WISE PARTNERS
| Business name |
WISE PARTNERS, INC. |
| Representatives |
Tomohiro Nakano and Hiroyuki Kurihara |
| Head office |
Parkside House 7F, 2 Ichibancho, Chiyoda-ku,
Tokyo |
| Establishment |
July 4, 2006 |
| Business description |
Operation of private equity funds |
|
|
6. Effects on business results, etc.
Extraordinary income of 1,300 million is likely to result from the share transfer
announced above in consolidated statements for the fiscal year ending March 2009.
With regard to the revision of results forecasts for the fiscal year, Tsumura
plans to announce the revision together with results for the first quarter.
Tsumura will acquire 10% of the outstanding shares of Plumeria Co., Ltd. from
WP1 Investment Limited Partnership after the TLS share transfer to support the
transferee for a fixed period and for other purposes. TLS and Plumeria Co., Ltd.
plan to merge by the end of the current fiscal year. |
