March 28, 2017
Company name: Mitsubishi Tanabe Pharma Corporation
Representative: Masayuki Mitsuka
President and Representative Director
Code number:

4508, First Section, Tokyo Stock Exchange

Contact:

Yoshifumi Mifune, General Manager,Corporate Communications Department
TEL: +81-6-6205-5211

Split off and transfer ofGeneric Drugs and Part of Long-Listed Products Business andChange of Subsidiary
Mitsubishi Tanabe Pharma Corporation (hereinafter “MTPC”) resolved at its Board ofDirectors meeting held today that it will have Tanabe Seiyaku Hanbai Co., Ltd. (hereinafter“TSH”) succeed MTPC’s business of generic drugs and part of long-listed products(hereinafter collectively “the Business”) by way of a an absorption-type of company split(hereinafter “the Transaction”) and subsequently transfer all of the TSH shares (hereinafter“the transfer of shares”) to Nipro Corporation (Head office: 3-9-3 Honjo-nishi, Kita-ku, Osakacity; President & Representative Director: Yoshihiko Sano; hereinafter “Nipro”). The outlineof the Transaction is as follows.
Since the company split will be carried out between MTPC and its wholly-owned
subsidiary, part of the disclosure items and contents are omitted in the statement below.
1. Objective of the Transaction
Since establishing TSH as a distribution company of the Business in 2008, MTPC has
been engaged in sales and promotion of “reliable generic drugs” with “high quality,” “stablesupply” and “information provision.” The target rate of the substitution of generic drugs inplace of long-listed drugs in Japan is expected to grow to 80% in volume by 2020 with theactive measures implemented by the government to promote more use of generic drugs. On
the other hand, some dozen of companies attempt to sell the same product and thecompetition becomes even fiercer, that the future environment will be changeable. Given
that market environment, MTPC considered the optimizing of its generic drugs business andreached a conclusion that further market share expansion and business efficiency areextremely important.

In this regard, MTPC decided that, rather than continuing thisbusiness, stable supply will be effectively secured by transfer the business of generic drugs
and part of the long-listed products to Nipro, which has rich development experience and1

diverse production platforms.
Nipro is a pharmaceutical company that provides pharmaceutical products, medical
devices, and pharma packaging (packaging materials for medical use). In the area ofpharmaceutical business, the company has advantage of supply chain from manufacturing
to sales, and provides various products of injections, oral and external use drugs, and has
excellent business relations with MTPC especially in the contract manufacturing of genericdrugs and long-listed products.
After the Transaction, MTPC will further strengthen its efforts to open up the future of
medicine through providing innovative new drugs and has been contributing to the healthierlives of people around the world.
2. Details of the Company Split and the Transfer of Shares(1) Schedule of the company split and the transfer of shares
Decision by the Board of Directors of the Transaction
March 28, 2017
Date of conclusion of theagreement of transfer of shares

Date of conclusion of the agreement of company split

July 1, 2017 (planned)

Effective date of the company split
October 1, 2017 (planned)
Closing date of the transfer of shares(Note) The company split will be conducted without obtaining approval of the general meetings ofshareholders at each company because it will be executed through a simplified company split
for MTPC and through a short-form company split for TSH as defined in Paragraph 2, Article
784 and Paragraph 1, Article 796, of the Companies Act respectively.
The resolution of the company split agreement will be authorized on late June 2017.

(2) Method of company split
It is an absorption-type split in which MTPC is a splitting company and TSH is thesucceeding company.

2(3) Details of stock allocationAs the succeeding company is a wholly-owned subsidiary of
the splitting company, no allocation of shares or delivery of other consideration will takeplace.
(4) Treatment of stock options and corporate bonds with stock options for the splitting
company MTPC issues neither stock options nor corporate bonds with stock options.
(5) Increase or decrease of capital stock due to the company splitThere will be no change in
MTPC's capital stock due to the company split.
(6) Rights and obligations to be succeeded by the succeeding companyIn principle, TSH will
succeed the assets relating to the Business, as well as liabilities, manufacturing andmarketing approvals, status of the related contracts and the rights and obligations incidental
thereto on the effective date of the company split, which is defined in the company splitagreement.
(7) Capability of satisfying liabilities
It has been judged that TSH will not have any problem in performing its obligations relating
to the liabilities it will bear following the effective date of the company split.

33. Outline of the Splitting Company and Succeeding Company (As of March 31, 2016)
Splitting company

Succeeding company(1) Company name

Mitsubishi Tanabe Pharma Corporation

Tanabe Seiyaku Hanbai Co., Ltd(2) Address3-2-10 Dosho-machi, Chuo-ku, Osaka city 3-2-10 Dosho-machi, Chuo-ku, Osaka city(3) Representative(4) Scope of business

541-8505, Japan

541-8505, Japan

Masayuki Mitsuka, President &Masao Hatta, President & Representative

Representative Director

Director

Manufacture and sale of pharmaceuticals, Manufacture and sale of of generic drugs
centered on ethical drugs

and promotion(5) Capital (as of December 31, 50,000 million yen

100 million yen

2016)(6) Date established

December 15, 1933

April 1, 2008

(7) Number of shares issued (as 561,417,916 shares

8,301 sharesof September 31, 2016)(8) Fiscal year end

March 31

March 31(9) Major shareholders and ratio Mitsubishi ChemicalHoldings Corporationof shares held (as of March 31,The Master Trust Bank2016)of Japan, Ltd.

56.34%

Nippon Life Insurance

2.15%

Mitsubishi Tanabe 100.00%
Pharma4.53%

CorporationCompany
Japan Trustee

1.99%

Services Bank, Ltd.
The Bank of

1.29%

Tokyo-Mitsubishi UFJ,Ltd.
(10) Financial results of the previous fiscal year (in million yen unless otherwise stated)
Splitting company (consolidated)

Succeeding company (non-consolidated)

FY2016FY2014FY2015FY2016

Net assets

816,713492251

175

Total assets

930,242

6,348

6,042

6,578

1,436.63yen

59,757.88

30,575.75

21,138.81

yen

yen

yen

Net assets per shareSales

431,701

14,051

13,59813,812

Operating income (loss)

94,907

433

(69)

(497)

Ordinary income (loss)

94,763

437

(67)

(499)

Net income (loss) attributable

56,434

251

(101)

(736)

100.60 yen

30,578.78(12,356.65)(88,702.33)

yen

yen

yen

to ownersof parent Company

Net income (loss) of theCompany per share44. Outline of the Business Unit to be Split off from MTPC to TSH(1) Details of business unit to be split off
The business to be split off MTPC’s generic drugs and part of long-listed products.
The products scheduled to be transferred to the succeeding company include;
Generic products: Allopurinol (name of original drug: ZYLORIC), Donepezil (ARICEPT),
Rebamipide (MUCOSTA), Quetiapine (SEROQUEL), etc.51 products (including of revised
indication in June 2017
Authorized generic products: TALION AG
Long listed products: ADONA, ASPARA-CA, ASVERIN, etc. 14 products treated by TSHand 12 products treated by MTPC.

(2) Financial results of the business unit to be split off (FY2015)
Sales 12,893 million yen
Sales include sales of generic products by MTPC to TSH and sales of part of long listed
products by MTPC to third parties.
(3) Items and amounts of split assets and liabilities (FY 2015)
AssetsItem

Liabilities

Book value

Item

Book value

Current assets 10,268 million yen
Current liabilities 2,110 million yen
The actual amounts to be split may differ from the amounts above as they are estimates
based on actual amounts as of the end of FY2015.
(4) Status after company sprit
There are no changes to be made in the name, address, representative title / name,capital and fiscal year end of MTPC. The name and address of TSH will be changed but
not specifically determined yet, representative title / name, capital and fiscal year end will
not be changed.
Fiscal result and status of TSH (succeeding company) as follows:
Succeeding company (non-consolidated)
End of FY2016

Net assets

8,332 million yen

Total assets

11,668 million yen

Sales

15,503 million yen

Operating profit2,338 million yen

55. Outline of Nipro(1) Company name

Nipro Corporation(2) Address

3-9-3 Honjo-nishi, Kita-ku, Osaka city 531-8510, Japan(3) Representative

Yoshihiko Sano, President & Representative Director(4) Scope of business

Manufacture and sale of medical devices, pharmaceuticalproducts and glass products for medical use and vacuum
flasks(5) Capital (as of December 31, 2016)

84,397 million yen(6) Date established

July 8, 1954

(7) Consolidated net assets (as of March

175,507 million yen

31, 2016)(8) Consolidated total assets (as of March708,882 million yen31, 2016)(9) Major shareholders and ratio of shares

Nippon Electric Glass Co. ，Ltd.

14.00%

held (as of March 31, 2016)

Japan Trustee Services Bank, Ltd.

10.20%

Resona Bank, Limited.

3.13%

The Master Trust Bank of Japan, Ltd.

2.70%

Trust & Custody Services Bank, Ltd.

2.38%

(10) Relationship

Capitalbetween MTPC andNipro

Nipro owns 3,821,700 of MTPC’s shares as of March 31,2016

Personnel

None

Business

Contracted manufacturer of MTPC on part of genericproducts and long listed products

Applicability toNone

related parties

66. Change in ownership before and after the transfer of shares(1) Number of shares before the transfer

8,301 shares(Number of voting rights:8,301)(Percentage of voting rights: 100.00%)(2) Number of shares to be transferred

8,301 shares(Number of voting rights:8,301)(3) Number of shares after the transfer0 share(Number of voting rights:0)(Percentage of voting rights: 0.00%)

7. Future Outlook
There is no impact on MTPC’s consolidated results for FY2016.
End7

(Reference)
Overview flow chart of transaction to be held on October 1, 2017 (Effective date of thecompany split and the transfer of shares)

MTPC: Mitsubishi Tanabe Pharma Corporation,
TSH:Tanabe Seiyaku Hanbai, which will change its name in October 2017, not specifiedyet.

The Business: Generics and part of long listed productsLong listed products treated by MTPC are follows

8Consolidated earnings forecast for this fiscal year and results of previous year (IFRS)(in million yen)
Sales

Operating profit

Profit before taxes

Net profit attributableto owners of theCompany

Forecast for FY 2016

425,000

96,00097,50072,000Results for FY 2015

425,764

81,803

83,25559,306(Note) Consolidated earnings forecast of FY2016 and results of FY2015 is based on IFRS9