Shionogi & Co (4507) M&A presentation summary

Strategic vision and transformation

• Aims to become a premier healthcare partner by 2030, evolving into a Healthcare as a Service (HaaS) company and building innovation platforms beyond pharmaceuticals.

• Transformation roadmap includes three phases, with the current focus on growth from transformation and business model evolution.

Growth strategy and business model

• Pursues growth through strengthening research, reinvestment in R&D, and innovative in-house product development.

• Expands pipeline and global reach via acquisitions and external innovation, while maintaining high profitability.

• Emphasizes a return to in-house drug discovery as the core business model.

Transaction overview and process

• Acquiring JT Pharmaceutical Division via company split, launching a public tender offer for TORII, and acquiring Akros Pharma Inc.

• Tender offer for TORII runs from May 8 to June 18, 2025, at 6,350 yen per share, a 21–43% premium, totaling approximately 80.7 billion yen.

• By December 2025, JT Pharmaceutical Division and Akros will be wholly owned subsidiaries, with no changes to business relationships or employee terms.