Press Release , May 23, 2006
CMIC Co., Ltd. and SSP Co., Ltd.
conclude contract for the transfer of stock of one of SSP’s subsidiaries
On May 23, 2006, the board of directors of CMIC Co., Ltd. resolved to acquire 90% of the stock on issue of SS Promotion & Consultant Co., Ltd. (a wholly-owned unit of SSP Co., Ltd.) on September 1, 2006. SS Promotion & Consultant Co., Ltd will take over all manufacturing activities at the Toyama Factory of SSP Co., Ltd. A Stock Purchase Agreement was concluded with SSP Co., Ltd. on the same day. SS Promotion & Consultant Co., Ltd. is to change its name to CMIC SS CMO Co., Ltd.
1. Background of stock acquisition
Our group conducts activities that support pharmaceutical manufacturers over the full range of processes from research and development to pharmaceutical manufacture, with a focus on the area of pharmaceutical development support. In anticipation of increased demand for entrusted manufacturing services along with the implementation of the revised Pharmaceutical Affairs Law in April 2005, CMIC acquired a 90% interest in Haedong SS Pharmaceutical Co., Ltd., a manufacturer of ointments, liquid preparations, and solid formulations for internal use in August 2005. On this occasion, in order to further enhance our manufacturing support activities we have decided to acquire as a subsidiary the activities conducted at the Toyama Factory of SSP Co., Ltd. The main focus of these activities is the manufacture of ointments and suppositories.
2.About SS Promotion & Consultant Co., Ltd.
(1) Firm Name : SS Promotion & Consultant Co., Ltd. (CMIC SS CMO Co., Ltd.)
(2) Representative : Masami Uchida (3) Address : 4-2-6,Akasaka,Minato-ku,Tokyo (4) Foundation : May 1, 2004 (5) Main Business : Contract Manufacturing Organization (6) Fiscal Term : March 31 (7) Employees : -- (8) Office : --
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: JPY 30 million.-
Total number of stock issued : 600 stocks
: SSP Co., Ltd.
(12)Trends in business performance over recent operating periods
This transfer is scheduled to take place following the absorption of all manufacturing activities at the Toyama Factory of SSP Co., Ltd. by the currently dormant SS Promotion & Consultant Co., Ltd. Therefore, there are currently no operating results available for the subsidiary in question.
About Toyama Factory ・Address Imizu-city, Toyama ・Employees 50 ・
line of products Over-the-counter drugs, Ethical drug, Quasi drug
・ground-floor area 92,200.48 ㎡
building area 8,716.37 ㎡
architectural area 9.750.78 ㎡
3. Source of stocks
(1) Firm Name
: SSP Co., Ltd.
: seiichiro Toba
: 2-12-4, Nihombashi-Hamacho, Chuo-ku, Tokyo
(4) Main Business
: Manufacture and distribute of pharmaceutical products
(5) Relationship with CMIC : No personal and capital relationship
4. Number of stocks acquired, amount, ownership of stocks
(1) Number of stocks before acquisition : 0 ( 0% ) (2) Number of stocks acquired
: 540 stocks(JPY 2,200 million)
(3) Number of stocks after acquisition : 540 stocks(JPY 2,200 million)
5. Schedule May 23, 2006 The board of directors meeting
Conclusion of contract on stock acquisition
September 1, 2006 Date of contract on stock acquisition
6. Future perspective There is no serious effect on consolidated/non-consolidated profit and loss for this fiscal term due to the stock acquisition.
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