Briefing Regarding Acquisition of Mitsubishi Tanabe Pharma Corporation
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Briefing regarding Acquisition of Mitsubishi Tanabe Pharma Corporation November 18, 2019 Agenda 1. Overview of Transaction 2. Transaction Purpose and Rationale 3. Overview of MTPC 4. Financial Impact 1 Overview of Transaction Mitsubishi Chemical Holdings Corporation (“MCHC”) to make Mitsubishi Tanabe Pharma Corporation (“MTPC”) its wholly owned subsidiary through tender offer, commencing November 19, 2019 ◼ Target Company:MTPC ⚫ Number of shares held by MCHC before the transaction 316,320,069 shares; shareholding ratio of 56.39% ◼ Transaction Scheme:Tender Offer ⚫ Tender offer price:¥2,010 per share of common stock (Premium of 53.08% on 1,313, the closing price as of November 15, 2019) ◼ Number of Shares to be Purchased:244,666,211 Shares ⚫ All except for shares held by MCHC and treasury shares held by MTPC ⚫ Minimum number of shares to be purchased: 57,670,731 shares (two-thirds) (There is no maximum number of shares to be purchased) ◼ Transaction Value:c.¥ 491.8 billion (Assuming acquisition of all shares to be purchased) ◼ Schedule of Tender Offer ⚫ November 18, 2019: announcement of tender offer ⚫ November 19, 2019: commencement of tender offer period ⚫ January 7, 2020: end of tender offer period 2 Agenda 1. Overview of Transaction 2. Transaction Purpose and Rationale 3. Overview of MTPC 4. Financial Impact 3 MCHC Group's Transition of Portfolio Transformation Accelerating transformation to establish the resilient foundations and realize sustainable growth of the MCHC Group Acceleration of portfolio transformation: (Core) select and concentrate growth businesses / Operating Revenue divestiture of non-core businesses (target: Income (¥billion) revenue equivalent to ¥300 billion) (¥billion) Revenue (left axis) 4,850.0 5,000 500 (Core) Operating Income (right axis) 3,923.4 3,724.4 4,000 3,765.0 400 3,376.1 410.0 280.0 380.5 3,000 226.4 317.2 300 307.5 165.6 250.0 2,000 133.6 130.5 200 128.5 125.0 110.4 90.2 1,000 66.3 100 8.1 0 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2030 (forecast) (target) Raised the ratio of the Stabilized profitability Reinforced the Expanded the Shifted to a higher of the Industrial Accelerated growth of foundations of pharma business and Strengthened performance product strengthened earnings the pharma business Performance Products value-added business Materials domain from fundamental materials less affected by domain portfolio conversion of TNSC into groups through and invested in future economic fluctuations a consolidated subsidiary integrations growth areas 2005: Establishment of 2007: Establishment of 2008: Integrated MPI, 2010: Conversion of 2014: Establishment 2017: Establishment 2018: Started new MMA MCHC MTPC MCC’s functional MRC into a consolidated of LSII of the New-MCC by plants in the Middle East products business, and subsidiary 2014: Conversion of integrating three 2018: Acquired Cleanpart three affiliate companies 2013: Conversion of TNSC into a chemical operating Group, semiconductor- 2009: Conversion of Qualicaps into a consolidated subsidiary companies related service company Quadrant, high- consolidated subsidiary (MCC, MPI and MRC) in the U.S. and Europe performance engineering 2019: Expanded the plastic business, into a global share in the consolidated subsidiary industrial gases business by M&A 2010: Withdrawal from 2014: Production 2019: Divested storage New-MCC: Mitsubishi Chemical Corporation (Apr. 2017-) nylon chain business optimization of polyolefin media business MCC: Mitsubishi Chemical Corporation 2011: Withdrawal from 2014: Reduction of one MPI: Mitsubishi Plastics, Inc. PVC chain business and naphtha cracker at MRC: Mitsubishi Rayon Co., Ltd. SM chain business Kashima Plant LSII: Life Science Institute, Inc. 2016: Formed a JV to TNSC: Taiyo Nippon Sanso Corporation operate the naphtha cracker at Mizushima Plant ※Numbers are in accordance with JGAAP until FY2015 and IFRS after FY2016 2016: Divested the terephthalic acid business in India and China 4 Key Management Plans in APTSIS 20 Aiming to remain a high growth/high profit-model company through businesses in Performance Products, Industrial Materials and Healthcare domains Major Measures Performance Products Industrial Materials Healthcare in Healthcare domain Reinforcing portfolio Reinforcing business Ethical Pharmaceuticals ◼ Achieve 10 late-stage pipelines management foundation • Intensify the pipeline ◼ Maintain ¥300 billion for domestic • Accelerating portfolio • MMA, Industrial • Expand businesses in ethical pharmaceuticals revenue reforms gases: Maintaining the U.S. ◼ Progress development of 3 key • Promoting growth /expanding global pipelines in the U.S. strategies for focus share ◼ Cost reduction of ¥30 billion through improvement of operational efficiency markets • Petrochemicals: Shifting to high‐performance Life Science ◼ Started clinical trials of regenerative materials, optimizing • Regenerative medicine medical products using Muse cells for productivity (Muse cells) acute myocardial infarction and cerebral infarction • Promoting healthcare ◼ Started operation of a manufacturing and medical ICT facility for Muse cells businesses Generating integration effects and synergy ◼ Strategic capital alliance with PHC due to establishment of the new MCC Holdings Intensifying marketing and access to the global market (Establishment of RHQs, etc.) Early commercialization of the seeds of next‐generation businesses (R&D, Open innovation, DX) Deepening KAITEKI Management, promotion of workstyle reform 5 Transaction Rationale Realizing synergies by deepening collaboration among operating companies and maximizing MTPC's potential growth ”KAITEKI” = The sustainable well-being of people, society and our planet Earth Sustainability Health Comfort • Efficient MCHC Group Operation (collaboration in global human resources and logistics network / efficient group cash management) • Supporting R&D and investment in new medicines and medical 56%→100% 100% care • Promotion of clinical development of Muse cells • MTPC to utilize MCHC’s overseas (Aiming for filing in FY2020 and approval in corporate functions 100% FY2021) 51% • Building healthcare platform • Creation of new solutions in (sharing healthcare-related human medical, food, bio products • Development of pharmaceuticals resources and technologies) • Development of materials for and diagnostics using gas and Strengthening initiatives in functional alternative medical • stable isotopes regenerative medicine, disease devices prevention, and disease management Strengthening growth areas such as digital medicine, biotechnology, and microbiome Organic Synthesis / Biotechnology Cryogenic / Freezing Pharmacological Efficacy & Safety Evaluation Absorptive Separation Analytical Technology / Computational Science & Simulation 6 Group Synergies in Growth Businesses Creating synergies by combining unique materials and technology platforms MCHC Mitsubishi Chemical MTPC Life Science Institute Taiyo Nippon Sanso Health/Disease Nursing care / Medical care Prevention/Self-medication Home medical care Medical, Food, Bio Products Healthcare × Digital Biotechnology × Material ・Building healthcare platform with ICT and IoT technologies ・Creation of new solutions in medical, food, bio products ・Providing treatment services using digital technology ・Development of materials for functional alternative medical devices Health management (i2 Healthcare) New technology × Existing Diagnosis supportPharmaceutical with application business Capsule business ・Providing medical services through a combination of microbiomes and existing technologies Microbiome Pharmaceutical Medical gas Medical care × Gas Regenerative medicine (Gene therapy/ Nucleic acid medicine) ・Development of pharmaceuticals and diagnostics using gas and stable isotopes Regenerative medicine (Muse cells) Regenerative medicine Materials related to ・Muse cell: aiming for filing in FY2020 and approval in FY2021 Regenerative medicine System / Infrastructure support 7 Healthcare × Digital Synergies Creating synergies through digital platforms Market MCHC's Strategy in DX 4 DX・・・Digital transformation Performance 1• Optimization through digitalization of operation and Products facility management Industrial 3 2• Strengthening the role in public goods 1 Gases • Shortening the time of product launch and strengthening Healthcare 3 5 material-informatics Industrial Materials 4• Development of new framework and valuable product 2 through digitalization to provide various functions 5• Fostering digital native culture Public goods Diversity MCHC’s Healthcare Platform (Digital) Healthy people Patients Wellness Medical High Awareness Symptom Severe Pharmaceutical with medical data etc Pharmaceutical with disease management app Treatment Prevention - / Device, Health management support service Diagnosis support Application/ tion preven Disease Diagnosis i2 Healthcare Expansion Platform Medical big data 8 Agenda 1. Overview of Transaction 2. Transaction Purpose and Rationale 3. Overview of MTPC 4. Financial Impact 9 Overview of MTPC Corporate History Business Portfolio (FY2018) 1678 1940 1950 1901 1934 Founding Founding Founding Founding Founding Domestic ethical drugs Yoshitomi Tanabe Green Tokyo Mitsubishi ⚫ No.6 revenue in Pharma Chemical Seiyaku Cross Tanabe domestic market Industries (ethical drugs) ⚫ Strong market position 1999 Merger in Immuno- OTC products Others 2000 inflammation and the Welfide Mitsubishi-Tokyo 0.9% 0.9% Trade name changed Pharmaceuticals Royalty diabetes and kidney revenue Mitsubishi