Daiichi Sankyo board passes resolution to carry out an absorption-type merger of its wholly owned subsidiaries, Daiichi Sankyo Propharma, Daiichi Sankyo Chemical Pharma

Daiichi Sankyo Company, Limited announced that at the meeting of the board of directors held on October 31, 2023, the company passed a resolution on the basic policy for carrying out an absorption-type merger of its wholly owned subsidiaries, Daiichi Sankyo Propharma Co., Ltd. and Daiichi Sankyo Chemical Pharma Co., Ltd., effective on April 1, 2025. The company has omitted some of the disclosure items and details as the Merger is a simplified absorption-type merger of its wholly owned subsidiaries.

Daiichi Sankyo Propharma and Daiichi Sankyo Chemical Pharma manufacture the Company’s ethical pharmaceuticals and investigational new drugs. To stably supply antibody drug conjugates (ADCs), which drive the company’s growth, and accelerate the development of new modalities, it needs to further deepen the alignment between the manufacturing function and pharmaceutical technology development function. The current consolidation of the functions, which had been divided among three companies, into one company can organically fuse the processes from development to commercial production and take advantage of the experience which they have cultivated within the company, leading to improved rapidity, improved productivity, and a reinforced production system, indispensable to the development and production of anticancer agents.

Merger schedule: Date of the resolution of the Board of Directors on the determined basic policy (the Company): October 31, 2023; Date of the resolution of the Board of Directors on the approval of signing of the merger agreement (the Company): November 2024 (planned); Date of signing of the merger agreement: November 2024 (planned); The merger date (effective date of the Merger): April 1, 2025 (planned).

Form of merger: The merger will be an absorption-type merger, in which the company will be the surviving company while Daiichi Sankyo Propharma and Daiichi Sankyo Chemical Pharma will be extinct companies. Daiichi Sankyo Propharma and Daiichi Sankyo Chemical Pharma will be dissolved.

Allocations with merger: As Daiichi Sankyo Propharma and Daiichi Sankyo Chemical Pharma are the Company’s wholly owned subsidiaries, no new shares will be issued and no cash will be allocated due to the Merger.

Handling of subscription rights to shares and bonds with subscription rights to shares of extinct company: Daiichi Sankyo Propharma and Daiichi Sankyo Chemical Pharma have not issued any subscription rights to shares or bonds with subscription rights to shares.

Situation after merger: No changes will be made in Daiichi Sankyo’s company name, headquarters location, name and title of the representative, type of business, paid-in capital, and accounts settlement date with the Merger.

Expected effect of merger on results: As the Merger is with wholly owned subsidiaries, its impact on the company’s consolidated financial results is immaterial.

Daiichi Sankyo is an innovative global healthcare company contributing to the sustainable development of society that discovers, develops, and delivers new standards of care to enrich the quality of life around the world.

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