May 29, 2014
Press release:
Mitsubishi Tanabe Pharma Corporation

Announcement of Merger (Simplified Merger and Short form Merger) ofConsolidated Subsidiary
At a Board of Directors meeting held today, Mitsubishi Tanabe Pharma Corporation (hereinafterthe “Company”) resolved to merger of a consolidated subsidiary Benesis Corporation(hereinafter “Benesis”) into the Company, effective October 1, 2014, as outlined below. Since
this merger is a simplified merger of a 100% consolidated subsidiary, the disclosure of certain
items and details has been omitted.
1. Purpose of Merger
On October 1, 2012, the plasma fractionation operations of Benesis were transferred to theJapan Blood Products Organization. The operational activities of Benesis have declined, andon April 1, 2014, employees of Benesis were reassigned to the Japan Blood Products
Organization. As a result of these factors, the Company determined that the role of Benesis
has come to an end and decided to implement this merger with the objective of achieving
rationalized, more-efficient Group management.
2. Summary of Merger(1) Schedule
Merger resolution by Board of Directors May 29, 2014
Merger contract dateMay 29, 2014
Expected merger date (effective date)
October 1, 2014 (planned)(Note) Since this is a simplified merger provided in Company Law article 796 clause 3
for the Company and a short form merger provided in Corporate Law article 784
clause 1 for Benesis, the Company and Benesis are proceeding the merger
without receiving approval at the shareholder’s meeting.
(2) Merger Method
The Company shall be the surviving company under absorption-type merger, andBenesis shall be dissolved.
(3) Description of Allotments Resulting from Merger
New shares will not be issued and funds will not be delivered, due to the merger.

(4) Handling of Subscription Rights to Shares and Bonds with the Dissolved Company
Not applicable(5) Overview of Companies in Merger (As of March 31, 2014)
Surviving company

Dissolved company

Company name

Mitdubishi Tanabe Pharma
Corporation

Benesis Corporation

Business description

Manufacture and sales ofpharmaceuticals

Manufacture and sales ofpharmaceuticals

Establishment date

December 15, 1933

October 1, 2002

Head office location

2-6-18, Kitahama, Chuo-ku,
Osaka, Japan

2-6-18, Kitahama, Chuo-ku,
Osaka, Japan

Representative officer

Michihiro Tsuchiya,
President and CEOKouji Noborihayashi,President and CEO

CapitalJPY 50 billion

JPY 100 million

Number of outstanding 561,417,916 sharesshares60,000 shares

Settling day

March 31
Mitsubishi Tanabe Pharma
Corporation, 100%

March 31
Mitsubishi Chemical Holdings
Corporation, 56.34%
The Master Trust of Japan, Ltd.,
3.97%
Major shareholders and Noppon Life Insurance
shareholding ratios
Company, 2.42%
Japan Trustee Service Bank,Ltd., 1.68%
The Bank of Tokyo-Mitsubishi
UFL, Ltd., 1.29%
Operation results and financial status of FY2013
Mitsubishi Tanabe Pharma
Corporation (consolidated)

Benesis Corporation(non-consolidated)

Net assets

JPY 777,837million

JPY 22,703million

Total assets

JPY 886,476 million

JPY 23,517million

JPY 1,365.52

JPY 378,383.87

Net sales

JPY 412,675 million

JPY 0

Operating income

JPY 59,119 milliom

JPY 0

Ordinary income

JPY 61,873million

JPY 299million)

Net income

JPY 45,393million

JPY 784million)

JPY 80.92

JPY 13,067.84)

Net assets per share

Net income per share3. Situation following Merger
The corporate name, address, as well as names and titles of the representative officers orbusiness description, capital and settling day will not change due to the merger.
4. Future Prospects
Since this is a merger of a wholly-owned subsidiary, there is no impact on theconsolidated business results of the Company due to the merger.
<Reference>
Financial results for FY2013 and forecasts for FY2014 announced on May 8, 2014
[million yen]
Net sales

Operating income

Ordinary income

Net income

Forecasts forFY2014

409,000

60,00061,50040,500

Actual for
FY2013412,675

59,11961,87345,393End