SanBio Co., Ltd. (representative: Keita Mori, headquarters:
Chuo-ku, Tokyo; hereinafter SanBio) hereby announces that it has
resolved to enter into an equity and business alliance (hereinafter
the Agreement) with CareNet, Inc. (representative: Katsuhiro Fujii,
headquarters: Chiyoda-ku, Tokyo; hereinafter CareNet), Medical
Incubator Japan K.K., (representative: Jun Katsura, headquarters:
Minato-ku, Tokyo; hereinafter Medical Incubator), Vital KSK
Holdings, Inc. (representative: Taisuke Murai, headquarters:
Setagaya-ku, Tokyo; hereinafter Vital KSK Holdings), and Astem Inc.
(representative: Tsuguo Yoshimura, headquarters: Oita, Oita
Prefecture; hereinafter Astem) for joint research on the
appropriate use, adoption, and stable distribution of regenerative
cell medicine SB623.
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1. Overview of the business alliance
Since the beginning of the 21st century, R&D of regenerative
cell medicines has been actively promoted around the world, and as
a result, has now reached the stage of products being approved and
launched. Regenerative cell medicines are expected to spread widely
in the coming years. However, medical institutions and peripheral
companies in the healthcare industry including pharmaceutical
distributors are largely inexperienced in the handling of
regenerative cell medicines. They are currently under pressure to
accelerate preparations for promoting and marketing regenerative
medicine products in ways best suited to their features. Under such
circumstances, the five companies above have been examining best
ways to pioneer the appropriate use, adoption, and stale
distribution of regenerative cell medicines in Japan. Because
regenerative cell medicines are a cutting-edge field, the five
companies agreed that appropriate use, adoption, and stable
distribution of these medicines would be best achieved by teaming
up with pioneers in each specialty, and hence agreed to conduct
joint research. With its regenerative cell medicine SB623 as the
research target, SanBio will engage in joint research with CareNet
and Medical Incubator, which have many years’ experience in
providing pharmaceutical information and educational programs for
physicians and pharmacists, and with Vital KSK Holdings and Astem,
which have knowledge and experience in pharmaceutical distribution.
SanBio, CareNet, and Medical Incubator are to play a central role
in research into the appropriate use and adoption of regenerative
cell medicines, while SanBio, Vital KSK Holdings, and Astem will
lead studies in distribution. By drawing on the knowledge and
experience of each company, SanBio believes it can enhance the
content and quality of joint research.
2. Overview of the equity alliance
Although the main goal of forming business alliance is to
improve the content of joint research, the five companies have
judged that they could also increase their corporate value by
taking part in the alliance. Hence, to conduct the joint research
in a more cooperative way and to make the best of their alliance,
they have decided to enter into an equity alliance agreement.
SanBio will acquire 1,076,400 common shares in CareNet held by
its largest shareholder CareNet Innovation Investment Limited
Partnership (hereinafter CareNet Innovation) in an off-market
transfer (9.74% of 11,048,000 outstanding shares as of August 31,
2018). CareNet, Medical Incubator, Vital KSK Holdings, and Astem
will acquire in total 1.59% of outstanding shares in SanBio
(49,713,533 shares as of August 31, 2018). Medical Incubator will
own shares in SanBio through CareNet Innovation, which Medical
Incubator manages as a general partner.
3. Profiles of companies in the equity and business alliance
(1) Profile of SanBio
(1) Company name SanBio Co., Ltd. (2) Address
8-1 Akashi-cho, Chuo-ku, Tokyo (3) Representative Keita
Mori, Representative Director and President (4) Main
business Development, manufacture, and sales of regenerative cell
medicines (5) Capital 3,875 million yen (6)
Established February 2013 (7) Major shareholders and
shareholding ratios
(as of January 31, 2018)
Toru Kawanishi 26.86% Keita Mori 13.18% Sumitomo
Dainippon Pharma Co., Ltd. 6.19% Tenjin Limited 6.10%
J.P. Morgan Bank Luxembourg S.A. 385576 1.42% RBC IST 15 PCT
Lending Account–Client Account 1.27% Japan Trustee Services
Bank, Ltd. (Trust Account) 1.19% The Bank of New York 133524
1.12% RBC ISB S/A DUB Nonresident/Treaty Rate UCITS–Clients
Account 0.87% SBI Securities Co., Ltd. 0.85%
(8) Relationships with partnering companies Relationship with
CareNet Capital relationship
Toru Kawanishi, Executive Chairman and
Co-CEO of SanBio, owns 1.30% of outstanding shares in CareNet (as
of June 30, 2018).Motoyasu Ohno, Chairman and CEO of CareNet, owns
0.26% of outstanding shares in SanBio (as of January 31, 2018).
Personal relationship Not applicable Business relationship Based on
an outsourcing agreement concluded in the fiscal year ended in
January 31, 2018, SanBio has outsourced post-market research of
SB623 to CareNet. Affiliated party as prescribed in the Rules of
Corporate Accounting Not applicable Relationship with
CareNet Innovation Capital relationship Not applicable Personal
relationship Not applicable Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Medical Incubator Capital
relationship Not applicable Personal relationship Not applicable
Business relationship Not applicable Affiliated party as prescribed
in the Rules of Corporate Accounting Not applicable
Relationship with Vital KSK Holdings Capital relationship Not
applicable Personal relationship Not applicable Business
relationship Not applicable Affiliated party as prescribed in the
Rules of Corporate Accounting Not applicable Relationship
with Astem Capital relationship Not applicable Personal
relationship Not applicable Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate
Accounting Not applicable (9) Consolidated earnings
and financial position for the last three fiscal years Fiscal year
ended January 2016 January 2017 January 2018 Net
assets (million yen) 6,366 4,594 853 Total assets (million yen)
8,271 6,292 5,193 Net assets per share (yen) 142.66 101.52 18.33
Operating revenue (million yen) 1,174 949 490 Operating income
(million yen) (1,125) (1,932) (4,378) Ordinary income (million yen)
(1,172) (2,166) (3,947) Net income attributable to owners of parent
(million yen) (988) (1,835) (3,940) Net income per share (yen)
(22.67) (40.88) (86.85) Dividend per share (yen) None
None None
(2) Profile of CareNet
(1) Company name CareNet, Inc. (2) Head office
1-5-6 Kudan-minami, Chiyoda-ku, Tokyo (3) Representative
Katsuhiro Fujii, President and COO (4) Main business
Provides pharmaceutical sales support for pharmaceutical companies
Provides medical content for physicians
and other health care professionals
(5) Capital 627 million yen (6) Established July 1996
(7) Major shareholders and shareholding ratios
(as of June 30, 2018)
CareNet Innovation Investment Limited Partnership 28.64%
BNYM Non-Treaty DTT 7.42% Astem Inc. 6.20% Vital-Net,
Inc. 3.72% Millennium Partners Co., Ltd. 3.65% KSK
Co., Ltd. 2.48% Motoyasu Ohno 2.42% UBS Securities
LLC–HFS Customer Segregated Account 1.62% Kanji Fujii
1.54% Goldman Sachs International 1.37% (8)
Relationships with partnering companies Relationship with SanBio
Capital relationship
Toru Kawanishi, Executive Chairman and
Co-CEO of SanBio, owns 1.30% of outstanding shares in CareNet (as
of June 30, 2018).Motoyasu Ohno, Chairman and CEO of CareNet, owns
0.26% of outstanding shares in SanBio (as of January 31, 2018).
Personal relationship Not applicable Business relationship Based on
an outsourcing agreement, CareNet has received orders for market
research from SanBio. Affiliated party as prescribed in the Rules
of Corporate Accounting Not applicable Relationship with
CareNet Innovation Capital relationship CareNet Innovation owns
28.64% of outstanding shares in CareNet (as of June 30, 2018).
Personal relationship Not applicable Business relationship CareNet
and CareNet Innovation have concluded an equity alliance agreement.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Medical Incubator Capital
relationship Mitsuhiro Hata, Director of Medical Incubator, owns
0.75% of outstanding shares in CareNet (as of June 30, 2018).
Medical Incubator owns 28.64% of
outstanding shares in CareNet through CareNet Innovation, which
Medical Incubator manages as a general partner (as of June 30,
2018).
Personal relationship Motoyasu Ohno, Chairman and CEO of CareNet,
was appointed as Chairman & Co-CEO of Medical Incubator.
Business relationship CareNet and Medical Incubator have concluded
a business alliance agreement and a consortium agreement.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Vital KSK Holdings Capital
relationship Vital-Net and KSK (subsidiaries of Vital KSK Holdings)
respectively owns 3.72% and 2.48% of outstanding shares in CareNet
(as of June 30, 2018). Personal relationship Not applicable
Business relationship Not applicable Affiliated party as prescribed
in the Rules of Corporate Accounting Not applicable
Relationship with Astem Capital relationship Astem owns 6.20% of
outstanding shares in CareNet (as of June 30, 2018). Personal
relationship Not applicable Business relationship CareNet and Astem
have concluded an agreement regarding cooperation on DVD sales.
Affiliated party as prescribed in the Rules of Corporate
Accounting Not applicable (9) Consolidated earnings
and financial position for the last three fiscal years* Fiscal year
ended December 2015 December 2016 December 2017 Total
net assets (million yen) 1,424 1,528 1,904 Total assets (million
yen) 1,723 2,029 2,778 Net assets per share (yen) 131.40 140.80
176.57 Net sales (million yen) 1,911 2,196 2,854 Operating profit
(million yen) 153 194 407 Ordinary income (million yen) 147 197 408
Net income attributable to parent company shareholders (million
yen) 132 158 464 Net income per share (yen) 12.25 14.62 42.64
Dividend per share (yen) 10.00 8.00 6.00 *
Note: CareNet carried out a two-for-one stock split
effective October 1, 2017. Net assets per share and net income per
share were calculated based on the assumption that the stock split
was carried out at the beginning of the fiscal year ended December
31, 2015.
(3) Profile of CareNet
Innovation
(1) Company name CareNet Innovation Investment
Limited Partnership (2) Head office 3-5-6 Kita-aoyama,
Minato-ku, Tokyo (3) Representative General partner:
Millennium Partners Co., Ltd.
Mitsuhiro Hata, Managing Partner
General partner: Medical Incubator Japan
K.K.
Jun Katsura, President & Co-CEO
(4) Main business Purchases and owns stocks, share
acquisition rights, bonds with share acquisition rights,
convertible bonds with stock acquisition rights, and other
investment securities issued by companies (5) Total capital
1,360,636,638 yen (6) Date established November 25, 2008 (7)
Investors and capital contribution ratios
(as of June 30, 2018)
Astem Inc. 48.70% Vital-Net, Inc. 29.22% KSK Co.,
Ltd. 19.48% IC Solutions Co., Ltd. 2.58% (8)
Relationships with partnering companies Relationship with SanBio
Capita relationship Not applicable Personal relationship Not
applicable Business relationship Not applicable Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable Relationship with CareNet Capital relationship CareNet
Innovation owns 28.64% of outstanding shares in CareNet (as of June
30, 2018). Personal relationship Not applicable Business
relationship CareNet Innovation and CareNet have concluded an
equity alliance agreement. Affiliated party as prescribed in the
Rules of Corporate Accounting Not applicable Relationship
with Medical Incubator Capital relationship Medical Incubator owns
0.01% of interest in CareNet Innovation as a general partner.
Personal relationship Medical Incubator is serving as the
representative of CareNet Innovation as a general partner. Business
relationship Medical Incubator executes business operations of
CareNet Innovation as a general partner. Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable Relationship with Vital KSK Holdings Capital
relationship Capital contributions from Vital-Net and KSK
(subsidiaries of Vital KSK Holdings) account for 29.22% and 19.48%,
respectively, of total capital in CareNet Innovation. Personal
relationship Not applicable Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Astem Capital relationship
Astem contributed to 48.70% of total capital in CareNet Innovation
(as of June 30, 2018). Personal relationship Not applicable
Business relationship Not applicable Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable (9) Consolidated earnings and financial position
for the last three fiscal years Because
CareNet Innovation is an unlisted company, its earnings results and
financial position shall not be disclosed.
(4) Profile of Medical Incubator
(1) Company name Medical Incubator Japan K.K. (2)
Head office 3-5-6 Kita-aoyama, Minato-ku, Tokyo (3)
Representative Jun Katsura, President & Co-CEO (4) Main
business Investment activities specializing in the healthcare field
Incubation services for companies involved
in development and sales of healthcare products and services
(5) Capital 50 million yen (6) Date established May
15, 2018 (7) Major shareholders and shareholding ratios
(as of June 30, 2018)
Mitsuhiro Hata 60.00% Jun Katsura 20.00%
Motoyasu Ohno Office, Ltd. 20.00% (8) Relationships with
partnering companies Relationship with SanBio Capital relationship
Not applicable Personal relationship Not applicable Business
relationship Not applicable Affiliated party as prescribed in the
Rules of Corporate Accounting Not applicable Relationship
with CareNet Capital relationship Mitsuhiro Hata, Director of
Medical Incubator, owns 0.75% of outstanding shares in CareNet (as
of June 30, 2018).
Medical Incubator owns 28.64% of
outstanding shares in CareNet through CareNet Innovation, which
Medical Incubator manages as a general partner (as of June 30,
2018).
Personal relationship Motoyasu Ohno, Chairman and CEO of CareNet,
was appointed as Chairman & Co-CEO of Medical Incubator.
Business relationship Medical Incubator have concluded a business
alliance agreement and a consortium agreement with CareNet.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with CareNet Innovation Capital
relationship Medical Incubator owns 0.01% interest in CareNet
Innovation as a general partner. Personal relationship Medical
Incubator is serving as the representative of CareNet Innovation as
a general partner. Business relationship Medical Incubator executes
business operations of CareNet Innovation as a general partner.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Vital KSK Holdings Capital
relationship Not applicable Personal relationship Not applicable
Business relationship Vital KSK Holdings invests in CareNet
Innovation, which Medical Incubator manages as a general partner.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Astem Capital relationship
Not applicable Personal relationship Not applicable Business
relationship Astem invests in CareNet Innovation, which Medical
Incubator manages as a general partner. Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable (9) Consolidated earnings and financial position
for the last three fiscal years Because
Medical Incubator is an unlisted company, its earnings results and
financial position shall not be disclosed.
(5) Profile of Vital KSK
Holdings
(1) Company name Vital KSK Holdings, Inc. (2)
Head office 1-1-12 Tsurumaki, Setagaya-ku, Tokyo (3)
Representative Taisuke Murai, President and CEO (4) Main
business Corporate planning and management of group companies that
operate pharmaceutical wholesale and retail businesses and other
related businesses (5) Capital 5,000 million yen (6)
Date established April 1, 2009 (7) Major shareholders and
shareholding ratios
(as of March 31,2018)
Suzuhiko Co., Ltd. 8.66% Mizuho Trust & Banking Co.,
Ltd. Employee pension trust 3.91% Employee Stock Ownership
Association of KSK Co., Ltd. 2.73% Mitsubishi Tanabe Pharma
Corporation 2.57% Ken Suzuki 2.36% Dainippon Sumitomo
Pharma Co., Ltd. 2.12% Cueco Co., Ltd. 2.10% The
Master Trust Bank of Japan, Ltd. (Trust Account) 2.09%
Takeda Pharmaceutical Company Limited 2.05% Koichiro
Suzuki 1.81% (8) Relationships with partnering companies
Relationship with SanBio Capital relationship Not applicable
Personal relationship Not applicable Business relationship Not
applicable Affiliated party as prescribed in the Rules of Corporate
Accounting Not applicable Relationship with CareNet Capital
relationship Vital-Net and KSK (subsidiaries of Vital KSK Holdings)
respectively owns 3.72% and 2.48% of outstanding shares in CareNet
(as of June 30, 2018). Personal relationship Not applicable
Business relationship Not applicable Affiliated party as prescribed
in the Rules of Corporate Accounting Not applicable
Relationship with CareNet Innovation Capital relationship Capital
contributions from Vital-Net and KSK (subsidiaries of Vital KSK
Holdings) account for 29.22% and 19.48%, respectively, of total
capital in CareNet Innovation (as of June 30, 2018). Personal
relationship Not applicable Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Medical Incubator Capital
relationship Not applicable Personal relationship Not applicable
Business relationship Vital KSK Holdings invests in CareNet
Innovation, which Medical Incubator manages as a general partner.
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Astem Capital relationship
Vital-Net owns 0.52% of outstanding shares in Forest Holdings (as
of March 31, 2018).
Astem owns 0.35% of outstanding shares in
Vital KSK Holdings (as of March 31, 2018).
Personal relationship Yasuaki Yoshimura, Chairman of the Board of
Astem, was appointed as the outside director of Vital KSK Holdings.
Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable (9) Consolidated earnings and
financial position for the past three fiscal years Fiscal year
ended March 2016 March 2017 March 2018 Net assets
(million yen) 85,261 90,007 98,447 Total assets (million yen)
327,047 305,375 321,679 Net assets per share (yen) 1,504.04
1,586.61 1,735.04 Net sales (million yen) 621,040 581,079 565,589
Operating profit (million yen) 6,892 3,207 2,384 Ordinary profit
(million yen) 10,584 6,987 6,276 Profit attributable to owners of
parent (million yen) 6,556 4,778 4,467 Basic earnings per share
(yen) 117.25 84.78 79.27 Dividend per share (yen) 24.00
20.00 20.00
(6) Profile of Astem
(1) Company name Astem Inc. (2) Headquarters
2-3-8 Nishi-omichi, Oita, Oita Prefecture (3) Representative
Tsuguo Yoshimura, President (4) Main business Medical
general trading company that handles healthcare-related products,
systems, and services such as pharmaceutical drugs, medical
devices, and diagnostic reagents (5) Capital 3,355 million
yen (6) Date established May 27, 1948 (7) Major
shareholder and shareholding ratio
(as of March 31, 2018)
Forest Holdings Inc. 100.0% (8) Relationships with
partnering companies Relationship with SanBio Capital relationship
Not applicable Personal relationship Not applicable Business
relationship Not applicable Affiliated party as prescribed in the
Rules of Corporate Accounting Not applicable Relationship
with CareNet Capital relationship Astem owns 6.20% of outstanding
shares in CareNet (as of June 30, 2018). Personal relationship Not
applicable Business relationship Astem and CareNet have concluded
an agreement regarding cooperation on DVD sales. Affiliated party
as prescribed in the Rules of Corporate Accounting Not
applicable Relationship with CareNet Innovation Capital
relationship Capital contribution from Astem accounts for 48.70% of
total capital in CareNet Innovation (as of June 30, 2018). Personal
relationship Not applicable Business relationship Not applicable
Affiliated party as prescribed in the Rules of Corporate Accounting
Not applicable Relationship with Medical Incubator Capital
relationship Not applicable Personal relationship Not applicable
Business relationship Astem invests in CareNet Innovation, which
Medical Incubator manages as a general partner. Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable Relationship with Vital KSK Holdings Capital
relationship Vital-Net owns 0.52% of outstanding shares in Forest
Holdings (as of March 31, 2018).
Astem owns 0.35% of outstanding shares in
Vital KSK Holdings (as of March 31, 2018).
Personal relationship Yasuaki Yoshimura, Chairman of the Board of
Astem, was appointed as the outside director of Vital KSK Holdings.
Business relationship Not applicable Affiliated party as
prescribed in the Rules of Corporate Accounting Not
applicable (9)
Consolidated earnings and financial position for the last three
fiscal years Because Astem is an
unlisted company, its earnings results and financial position shall
not be disclosed.
4. Schedule
(1) Date of resolution at each company’s Board of
Directors meeting September 10, 2018 (2) Conclusion
date of the Agreement September 10, 2018
5. Outlook
The Agreement is likely to have minimal impacts on earnings of
SanBio, CareNet, and Vital KSK Holdings for the current fiscal
year. However, the companies believe that pioneering the
establishment of appropriate use, adoption, and stable distribution
of regenerative cell medicines in Japan, which are expected to
spread widely in the coming years, will improve their earnings in
the medium to long term.
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version on businesswire.com: https://www.businesswire.com/news/home/20180921005100/en/
For more information, contact:SanBio Co., Ltd.Masahito Kumagae,
+81-3-6264-3481Management Administration