News Release
January 17, 2024
Sawai Group Holdings Co., Ltd.
Notice of Transfer (Sale of Shares/Equity Interests) of Sawai’s U.S. Subsidiary / Sub-subsidiary
Osaka, Japan – January 17, 2024 – Sawai Group Holdings Co., Ltd. (Sawai Group, Head office: Osaka, Japan,
President: Mitsuo Sawai) announced that its Board of Directors, at a meeting held on January 16, resolved totransfer all shares of Sawai America Holdings Inc. (SAH), a holding company of its U.S. business, as well as its
interests in Sawai America LLC (SAL) and interests in Upsher-Smith Laboratories, LLC (Upsher-Smith), both ofwhich are subsidiaries of SAH, to Bora Pharmaceutical Holdings, Inc. (Bora). At the same time, Sumitomo
Corporation of Americas (SCOA), a co-investor in SAL, will also transfer its interests to Bora.
The transfer of these shares is planned to be executed subject to the approval of the United States antitrust
authorities and in accordance with other laws and regulations.
Stifel served as exclusive financial advisor to Sawai, Sumitomo, and Upsher-Smith on this transaction.
Debevoise & Plimpton LLP serves as transaction counsel and Katten Muchin Rosenman LLP as antitrust
counsel to Sawai, Sumitomo and Upsher-Smith in this transaction.
1. The Reason for the Transfer of These Shares
In 2017, Sawai Group acquired Upsher-Smith with the goal of full-scale entry into the U.S. market, the world’s
largest generic drug market. Since this acquisition, we have sought business growth by implementing a varietyof measures, including the consolidation/closure of factories, enhancing production capability, and increasing
the pipeline capacity.
Despite our dedicated efforts, the business environment became increasingly complex as the top threepurchasing groups strengthened their buying capabilities and competitors, particularly from India, intensified
price competition. Consequently, in the fiscal year ending March 2022, we recorded significant impairments ofgoodwill and other assets. To address these challenges, we undertook proactive measures such as
streamlining back-office operations, implementing cost-cutting initiatives, and restructuring our R&D frameworkand development strategies.
Given these circumstances, Sawai Group discussed various options with its co-investor, Sumitomo
Corporation Group. From the discussion, it was recognized that bold product investment strategies andadditional investments to effectively utilize Upsher-Smith’s new factory will be needed to stay ahead of its
competitors. On the other hand, Sawai Group needs to prioritize the investment of management resources in
the Japanese business to solve quality issues and expand demand in Japan. Therefore, Sawai Group decided
that the best option would be to sell the shares and interest of the U.S. business to Bora, a globally recognized
CDMO with a global commercialization arm who is eager to invest in the U.S. pharma business and effectively
utilize Upsher-Smith’s new factory capacity, and concluded an agreement regarding the transfer of theseshares.
2. Summary of the Subsidiary Transfer
I.

Sawai America Holdings Inc.

1.

Name

Sawai America Holdings Inc.

2.

Address

6701 Evenstad Drive, Maple Grove, MN 55369, U.S.A

3.

Title and name of therepresentative

4.
5.

Business activities
CapitalTaku Nakaoka, PresidentManagement of the subsidiary through the ownership of the subsidiary
equity interests$ 905 M

6.

Date of establishment

November, 2017

Major shareholders
7.

and their ownership

SAWAI GROUP HOLDINGS Co., Ltd. 100%

percentage
Relations with the8.

listed company andthe mentionedcompany

Capital ties
Personnel ties
Business ties

Sawai Group owns 100% of the interests outstanding ofthe mentioned company.
Sawai has assigned four executives to the mentionedcompany.
Sawai engages in certain transactions with thementioned company.

3. Summary of the Sub-subsidiary Transfer
I. Sawai America LLC
1.

Name

Sawai America LLC

2.

Address

6701 Evenstad Drive, Maple Grove, MN 55369, U.S.A

3.

Title and name of therepresentative

4.

Business activities

Taku Nakaoka, PresidentManagement of the subsidiary through the ownership of the subsidiary
equity interests

5.

Capital-6.

Date of establishment

April, 2017

Major shareholders
7.

and their ownership
percentage
Relations with the8.

listed company andthe mentionedcompany

Sawai America Holdings Inc. 80%
Sumitomo Corporation of Americas 20%
Capital ties
Personnel ties
Business ties

Sawai indirectly owns 80% of the interests outstanding ofthe mentioned company.
Sawai has assigned three executive to the mentionedcompany.
Sawaiengages

in certain transactions

withthementioned company.

II. Upsher-Smith Laboratories, LLC
1.

Name

Upsher-Smith Laboratories, LLC

2.

Address

6701 Evenstad Drive, Maple Grove, MN 55369, U.S.A

3.

Title and name of therepresentative

Rich Fisher, President & COO

4.

Business activities

Manufacturing and sales of generic drugs

5.

Capital-6.

Date of establishment

1919

Major shareholders
7.

and their ownership

Sawai America LLC 100%

percentage
Relations with the8.

listed company andthe mentionedcompany

Capital ties
Personnel ties
Business ties

Sawai indirectly owns 80% of the interests outstanding of
the mentioned company.
Sawai has assigned three executive to the mentionedcompany.
Sawaiengages

in certain transactions

mentioned company.
2withthe4. Summary of the Shares Transfer Recipient
Bora is a 100% subsidiary newly established by Bora Pharmaceuticals Co., Ltd. in Delaware, U.S.A., and has
no financial data. The outline of Bora Pharmaceuticals is as follows.
1.

Name

Bora Pharmaceuticals Co., Ltd.

2.

Address

6F., No. 2, Aly. 36, Ln. 26, Ruiguang Rd., Neihu District, Taipei City, 114, Taiwan

3.

Title and name of therepresentative

Bobby Sheng, Chairman

4.

Business activities

Manufacturing and sales of pharmaceuticals and healthcare products

5.

CapitalNT$ 1,008,308,000 (as of Sep, 2023)

6.

Date of establishment

June 12, 2007

7.

Net assets

NT$ 8,382,363,000 (as of Sep, 2023)

8.

Total assets

NT$ 23,429,109,000 (as of Sep, 2023)

9.

Major shareholders
and their ownership

Bao Lei Co., Ltd. 18.46%

percentage
Relations with thelisted company and10.

the mentionedcompany

Capital ties

No relevant matter exists.

Personnel ties

No relevant matter exists.

Business ties

No relevant matter exists.

Relevant party
statusNo relevant matter exists.

5. Transfer Amount
Trading value of equity interest US$160 million and $8 million upon the achievement of the conditions of Earnout, and the equivalent of $40 million value from Upsher-Smith separately through dividends or a repurchase of
SAH shares held by Sawai Group.
6. Dates
1.
2.
3.

Board of Directors
Resolution Date
Date of Agreement
Execution
Date of share transfer
execution

January 16, 2024
January 16, 2024
March 31, 2024 (scheduled)

The transfer of these shares/interests must be approved by the relevant authorities in accordance with theAntitrust Law and other related laws and regulations in the United States and is subject to changes dependingon the progress in obtaining approval.
7. Affected Amount on Consolidated Profit and Loss Due to the Transfer
The effect on the profit and loss due to the transfer of these shares/interests is expected to be recorded in thethird quarter of the fiscal year ending March 2024 and the full-year performance for the fiscal year ending March2024. We will promptly announce the impact on Sawai Group’s performance due to the transfer as the details
become available.

◆ Contact Information ◆Relations & Investor Relations Corporate Communications, Sawai Group Holdings Co., Ltd.
E-mail：koho@sawai.co.jp
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