December 20, 2011
Seikagaku Corporation(Securities Code: 4548)

Announcement of the Absorption-type Merger (Simple merger,Short-form merger) of a Consolidated SubsidiaryTokyo, Japan , - Seikagaku Corporation (hereafter “Seikagaku) (head office: Chiyoda-ku, Tokyo)
hereby announces that the Board of Directors resolved at a meeting of held on December 20, 2011 toimplement an absorption-type merger of Seikagaku’s consolidated subsidiary Seikagaku BiobusinessCorporation (hereafter “Seikagaku Biobusiness”) (head office: Chuo-ku, Tokyo). Since this merger is asimple merger and a short-from merger with a wholly owned subsidiary, some matters and details fordisclosure have been omitted.
1. Purpose of the Merger
As Seikagaku disclosed in “Seikagaku Announces the Discontinuation of Research Reagent
Business at Its Subsidiary”, a press release dated March 29, 2011, Seikagaku Biobusiness will
discontinue its research reagent business on March 31, 2012. Meanwhile, Seikagaku has judged that
consolidating the Seikagaku Group’s resources as well as integrating the operating structure isoptimal for further developing the businesses related to bulk products, endotoxin and β-glucan
detecting reagents that Seikagaku Biobusiness has engaged in to date. So, Seikagaku has decided
to implement an absorption-type merger of Seikagaku Biobusiness.
2. Outline of the Merger(1) Schedule of the merger
Merger resolution by the Board of Directors:
December 20, 2011
Conclusion of the merger agreement:
December 20, 2011
Planned merger date (effective date):
April 1, 2012
Note: Because this merger is considered a simple merger under the provisions of Article 796,
Paragraph 3 of the Companies Act (in the case of Seikagaku), and a short form merger
under the provisions of Article 784, Paragraph 1 of the Companies Act (in the case ofSeikagaku Biobusiness), the merger will be implemented without approval of the merger
agreement by a general shareholders’ meeting of either company.
(2) Method of the merger
This merger will be a merger by absorption, with Seikagaku as the surviving company andSeikagaku Biobusiness as the dissolved company.
(3) Allocation of shares related to the merger
Since Seikagaku Biobusiness is a wholly owned subsidiary of Seikagaku, there will be no issuanceof new shares, increase in capital, or payment of money delivered due to merger.
(4) Handling of new stock acquisition rights and bonds with stock acquisition rights of the dissolvedcompany
Seikagaku Biobusiness has issued no new stock acquisition rights or bonds with stock acquisitionrights.

3. Outline of the Parties to the Merger (As of March 31, 2011)
Surviving Company

Dissolved Company(1) Company name

Seikagaku Corporation

Seikagaku BiobusinessCorporation(2) Head office6-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

17-24, Shinkawa 1-chome,
Chuo-ku, Tokyo(3) Representative

Ken Mizutani, President

Shinji Harashima, President

Manufacturing and sales ofpharmaceutical products andmedical devices etc, specificallyrelated to glycoconjugates

Sales of bulk products andmanufacturing and sales ofresearch reagents, endotoxin and
β-glucan detecting reagents(5) Capitalization¥3,840 million¥100 million(6) Date ofestablishment

June 2, 1947

May 18, 2007
(Start of business: October 1, 2007)(7) Issued shares

58,584,093 shares

2,000 shares(8) Fiscal year-end

March 31

March 31

(4) Business(9) No. of employees

649 (consolidated)
30 (non-consolidated)-Shingyo KK
13.81%-KK Kaiseisha
12.84%-State Street Bank and Trust
Company
7.85%-The Master Trust Bank of Japan, Ltd.
(Mitsubishi Chemical Corporation(10) Major shareholders-Seikagaku Corporation 100.00%
retirement benefit account in trust)and shareholding ratios
5.47%-Trust & Custody Services Bank, Ltd.
(Mizuho Bank, Ltd. retirement benefit
account in trust re-entrusted byMizuho Trust & Banking Co., Ltd.)
3.47%(11) Financial condition and operating results for most recent fiscal year (year ended March 31, 2011)
Total equity¥56,106 million (consolidated)¥5,249 million (non-consolidated)
Total assets¥62,684 million (consolidated)¥6,230 million (non-consolidated)¥987.67 (consolidated)¥2,624,649.12 (non-consolidated)

Net sales¥27,117 million (consolidated)¥3,644 million (non-consolidated)

Operating income¥3,533 million (consolidated)¥788 million (non-consolidated)

Ordinary income¥4,159 million (consolidated)¥718 million (non-consolidated)

Net income¥2,451 million (consolidated)¥434 million (non-consolidated)¥43.16 (consolidated)¥217,432.25 (non-consolidated)

Total equity per share

Net income per share4. Post-merger Status
No change in Seikagaku’s company name, head office, representative, business, capitalization, orfiscal year-end will result from this merger.
5. Business Outlook
Since Seikagaku Biobusiness, the dissolved company, is a wholly owned consolidated subsidiaryof Seikagaku, the impact of the merger on Seikagaku’s consolidated business results will be minor.
(Reference information)
Forecast of consolidated financial results for the fiscal year ending March 31, 2012 (announced onNovember 8, 2011) and results of operations for the fiscal year ended March 31, 2011
(Millions of yen)
OperatingNet sales
Ordinary income
Net income
incomeForecast of consolidated
financial results for the27,000
4,700
4,800
3,200
fiscal year ending March31, 2012
Results of consolidated
operations for the fiscal
27,117
3,533
4,159
2,451
year ended March 31,2011#######