Notice Regarding Reorganization of Subsidiary
through Company Merger

 Shionogi & Co., Ltd. (Head Office: Osaka, Japan; President & CEO: Isao Teshirogi, Ph.D.; hereafter, “Shionogi”), parent company of Shionogi Pharma Co., Ltd. (Head Office: Settsu, Osaka, Japan; President & CEO: Ryuichi Kume, Ph.D.; hereafter “Shionogi Pharma”), today announces Shionogi has resolved at a meeting of the Board of Directors on November 29, 2021 to have Shionogi Pharma implement an absorption-type merger (hereafter “Merger”) of its wholly owned subsidiary Nagase Medicals Co., Ltd. (Head Office: Itami, Hyogo, Japan; Representative Director and President: Mitsuru Akasaka; hereafter “Nagase Medicals”), aiming for completion of the Merger by April 1, 2022.

1.        Purpose of Merger

 Shionogi Pharma aims to become the “most trusted one-stop CDMO*", and is expanding its business of manufacturing, sale, analytical testing and pharmaceutical engineering of medicinal drugs and investigational drugs. Nagase Medicals, a wholly owned subsidiary of Shionogi Pharma from October 1, 2020, is involved in the contract manufacture of high value-added healthcare products, focusing on highly potent injectable pharmaceuticals.

 The Merger of the two businesses aims to create a faster and higher quality full-range CDMO and solutions business to increase customer value and drive growth as a technological innovation-focused manufacturing company. Through establishing a new business foundation, Shionogi Pharma will seek to create a diverse modality CDMO based on the group’s unique knowledge, technology, and experience, including in the manufacturing of high pharmacological activity APIs and drug products, solid and injectable, while also aiming to establish a new continuous manufacturing platform for API.

*Contract Development and Manufacturing Organization


2.        Absorption-type merger

(1) Summary of the Merger

  A)  Schedule of the Merger

    Approval of Merger by Shionogi’s Board of Directors                      November 29, 2021

    Approval of Merger agreement by Shionogi Pharma’s Board of Directors  December 17, 2021 (planned)

    Conclusion date of Merger agreement                                  December 22, 2021 (planned)

    Approval of Merger agreement by Shionogi Pharma Extraordinary General Meeting of

    Shareholders                              February 2022 (planned)

    Effective date of Merger                         April 1, 2022 (planned)

    Registration date of Merger                        April 1, 2022 (planned)


  B)  Method of the Merger

    The Merger is an absorption-type merger under which Shionogi Pharma shall be the company surviving the Merger,

   and Nagase Medicals shall be absorbed in the Merger.


(2) Outline of merging companies


Company surviving the Merger

(as of November 30, 2021)

Company absorbed in the Merger

(as of November 30, 2021)

Company Name

Shionogi Pharma Co., Ltd.

Nagase Medicals Co., Ltd.

Major Business


Manufacturing, sale, analytical testing

and pharmaceutical engineering of

medicinal drugs and investigational


Development, manufacture and

import/export of ethical drugs,

medical equipment, medical materials

and veterinary drugs

Date Established

October 1, 2018

July 1, 1972


5-1, Mishima 2-chome, Settsu, Osaka

323, Senzo 4-chome, Itami, Hyogo


President and CEO

Ryuichi Kume, Ph.D.

Representative Director and President Mitsuru Akasaka


90 million yen

498 million yen

End of Fiscal Year

March 31

March 31


shareholders and

investment ratio

Shionogi & Co., Ltd.


Shionogi Pharma Co., Ltd.



3.        Prospects

 We expect the impact of the Merger on Shionogi’s consolidated business performance for the period ending March 31, 2022 to be minimal. 

For further information, contact:

Shionogi Pharma Co., Ltd., Corporate Planning Department



End of Document