Eisai: Notice of Absorption-Type Merger (Simplified Merger/Short-Form Merger) of KAN Research Institute, Inc.
TOKYO, Oct 4, 2023 – (JCN Newswire) – Eisai Co., Ltd. hereby announcesthat the Company has today decided to absorb and merge with KAN Research Institute, Inc., the Company’s wholly owned subsidiary on April 1, 2024. Since the Merger is a simplified absorption-typemerger targeting the Company’s wholly owned subsidiary, certain disclosure items and details have been omitted.
Purpose of the Merger
In October 2022, the Company group’s research and development (R&D) organization transitioned to the Deep Human Biology Learning (DHBL) drug discovery and development. Under the DHBL drug discovery and development, Eisai views disease as a continuum and isredefining the disease concept through comprehensive analysis of the genomic, pathophysiological and clinical information associated with theroot cause of the disease. Thereafter, Eisai will deepen its knowledge of human biology by acquiring data such as biomarker and imaging data, obtained from patients who have taken the Company’s drugs, which will lead to next-generation drug discovery, and thereby aim tocreate innovative next-generation drug discovery concepts.
KAN Research Institute was established in 1997, as a separate corporation that can independently operate in order to promote drugdiscovery activities by taking an approach that is different from that of the Company. KAN Research Institute has succeeded in its own technology development concerning the acquisition of antibodies, drug delivery to the brain, generation of genetically modified animal models,etc.
Meanwhile, under the DHBL drug discovery and development, the Company has been promoting the integrated management of facilities and costs, and effective deployment of human resources in Eisai group’s R&D related organizations and, in order to fully utilize the human resources, technology, facilities, etc., of KAN Research Institute, the Company decided to absorb and merge with KAN Research Institute. Through this merger, Eisai will further deepen it’s understanding of human biology, while KAN Research Institute will continue to contribute tothe innovative creation as a major base of drug discovery research of the Company.
Summary of the Merger:
(1) Schedule of the Merger
Approval of the Merger Agreement by the Executive – October 4, 2023
Signing of the Merger Agreement – October 4, 2023
Date of the Merger (Effective Date) – April 1, 2024
(Note) The Merger constitutes a simplified merger pursuant to Article 796, Paragraph (2) of the Companies Act on the part of the Company and a short-form mergerpursuant to Article 784, Paragraph (1) of the Companies Act on the part of KAN Research Institute. Therefore, the Merger is conducted without obtaining the approval of either company’s general shareholders meeting regarding the Merger Agreement.
(2) Method of the Merger
The Merger is an absorption-type merger with the Company as the surviving company and KAN Research Institute as the absorbed company which dissolves as a result of the Merger.
(3) Details of allocation related to the Merger
Since the Company holds all shares in KAN Research Institute, no consideration will be provided upon the Merger.
(4) Treatment of share options and bonds with share options associated with the Merger Not applicable.
For more information, visit https://www.eisai.com/news/2023/pdf/enews202363pdf.pdf.
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