FOR IMMEDIATE RELEASE
October 4, 2023
Company Name:

Eisai Co., Ltd.

Representative:

Haruo Naito, Representative Corporate
Officer and CEO(Code No. 4523
Tokyo Stock Exchange Prime Market)
Sayoko Sasaki, Vice President
Corporate Communications(Phone +81-3-3817-5120)

Inquiries:

Notice of Absorption-Type Merger (Simplified Merger/Short-Form Merger) of
KAN Research Institute, Inc.
Eisai Co., Ltd. (Head Office: Tokyo; Representative Corporate Officer and CEO: Haruo Naito; the “Company” or“Eisai”) hereby announces that the Company has today decided to absorb and merge with KAN ResearchInstitute, Inc., the Company’s wholly owned subsidiary (Address: Hyogo Prefecture; “KAN Research Institute”)
on April 1, 2024 (the “Merger”). Since the Merger is a simplified absorption-type merger targeting the Company’s
wholly owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of the Merger
In October 2022, the Company group’s research and development (R&D) organization transitioned to the Deep
Human Biology Learning (DHBL) drug discovery and development. Under the DHBL drug discovery anddevelopment, Eisai views disease as a continuum and is redefining the disease concept through comprehensive
analysis of the genomic, pathophysiological and clinical information associated with the root cause of the disease.
Thereafter, Eisai will deepen its knowledge of human biology by acquiring data such as biomarker and imaging
data, obtained from patients who have taken the Company’s drugs, which will lead to next-generation drug
discovery, and thereby aim to create innovative next-generation drug discovery concepts.
KAN Research Institute was established in 1997, as a separate corporation that can independently operate inorder to promote drug discovery activities by taking an approach that is different from that of the Company. KAN
Research Institute has succeeded in its own technology development concerning the acquisition of antibodies,drug delivery to the brain, generation of genetically modified animal models, etc.
Meanwhile, under the DHBL drug discovery and development, the Company has been promoting the integrated
management of facilities and costs, and effective deployment of human resources in Eisai group’s R&D relatedorganizations and, in order to fully utilize the human resources, technology, facilities, etc., of KAN ResearchInstitute, the Company decided to absorb and merge with KAN Research Institute. Through this merger, Eisai
will further deepen it’s understanding of human biology, while KAN Research Institute will continue to contributeto the innovative creation as a major base of drug discovery research of the Company.
2. Summary of the Merger(1) Schedule of the Merger
Approval of the Merger Agreement by the Executive
Committee

October 4, 2023

Signing of the Merger Agreement

October 4, 2023

Date of the Merger (Effective Date)

April 1, 2024

(Note) The Merger constitutes a simplified merger pursuant to Article 796, Paragraph (2) of the Companies Act on the part of the Company
and a short-form merger pursuant to Article 784, Paragraph (1) of the Companies Act on the part of KAN Research Institute. Therefore,
the Merger is conducted without obtaining the approval of either company’s general shareholders meeting regarding the Merger
Agreement.

(2) Method of the Merger
The Merger is an absorption-type merger with the Company as the surviving company and KAN ResearchInstitute as the absorbed company which dissolves as a result of the Merger.
(3) Details of allocation related to the Merger
Since the Company holds all shares in KAN Research Institute, no consideration will be provided upon theMerger.
(4) Treatment of share options and bonds with share options associated with the Merger
Not applicable.
3. Overview of the companies involved in the Merger (as of March 31, 2023)
Company Surviving

Company Absorbed in the Absorption-

the Absorption-Type Merger

Type Merger(1)

Trade Name

Eisai Co., Ltd.

KAN Research Institute, Inc.

(2)

Address of Head Office

4-6-10 Koishikawa, Bunkyo-ku, Tokyo(3)

Representative(4)

Scope of BusinessHaruo Naito, Representative Corporate
Officer and CEOResearchanddevelopment,manufacture, sale and import and exportof pharmaceuticals

6-8-2 Minatojima-minamimachi, Chuoku, Kobe, Hyogo
Teiji Kimura, President & CEO

Discovery research of pharmaceuticals
and research on life sciences(5)

Capital44,986 million yen

70 million yen(6)Date of Incorporation

December 6, 1941

April 25, 1997

(7)

Number of Issued Shares

296,566,949 Shares

1,400 Shares(8)

End of Fiscal YearEnd of March

End of March

The Master Trust

19.31％

Bank of Japan, Ltd.
(Trust Account)
Custody Bank of

12.61％

Japan, Ltd. (TrustMajor Shareholders and(9)Shareholding Ratios(Note)

Account)
State Street Bank

7.15％

and Trust Company505001
NipponLife

3.00％

Resona1.85％

InsuranceCompany
SaitamaBank, Limited

Eisai Co., Ltd. 100.00％

(10)Financial Position and Business Performance for the Most Recent Fiscal Year

Fiscal year

FY3/2023

FY3/2023(Consolidated; IFRS)(Non-consolidated; J-GAAP)

Equity attributable to owners of

799,959 million yen

707 million yen

1,263,350 million yen

1,438 million yen

2,789.32 yen

504,784.57 yen

Revenue / Net sales

744,402 million yen

1,816 million yenOperating income

40,040 million yen

74 million yen

45,012 million yen

76 million yen

55,432 million yen

49 million yen

193.31 yen

35,093.10 yen

the parent / Net assets
Total assets
Equity per share attributable toowners of the parent / Net assets
per share

Income before income taxes /Net income before income taxes
Income attributable to owners of
the parent / Net income
Basic earnings per share / Net
income per share(Note) The shareholding ratios are calculated after deducting the treasury shares from the total number of issued shares.

4. Status after the Merger
As a result of the Merger, there will be no changes in the trade name, business scope, address of the head office,representative, capital or fiscal year of the Company.
5. Future outlook
The impact of the Merger on the Company’s consolidated financial results will be minor because the Merger is amerger with the Company’s wholly owned subsidiary.
End