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SanBio: Notice Regarding an Equity and Business Alliance Between Five Companies for Joint Research on the Appropriate Use, Adoption, and Stable Distribution of Regenerative Cell Medicine SB623

2018年09月21日 PM05:10
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TOKYO

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.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180921005100/en/

Image of the business alliance (Graphic: Business Wire)

Image of the business alliance (Graphic: Business Wire)

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.
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    (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