June 26, 2020
SEIKAGAKU CORPORATION(Securities Code: TSE 4548)(Update of Previous Disclosure) Seikagaku Announces Completion ofAcquisition (Incorporation as a Subsidiary) of Dalton ChemicalLaboratories, Inc. and Change in Specified Subsidiaries
Seikagaku Corporation (Tokyo, Japan; “Seikagaku”) has completed acquisition of all shares of Dalton
Chemical Laboratories, Inc., (Toronto, Canada; the “former Dalton"), an unlisted company in Canada,through a holding company and a special purpose acquisition company established in Canada for thepurpose of acquiring the former Dalton (individually the “Holding Company” and “Special Purpose
Acquisition Company,” respectively, and collectively the “Companies”). Seikagaku incorporated theformer Dalton as a subsidiary in March 2020, as announced in “Seikagaku Announces Acquisition(Incorporation as a Subsidiary) of Dalton Chemical Laboratories, Inc. of Canada” of February 28, 2020.
At that time, Seikagaku made an equity investment in the Companies, which resulted in a change in
Seikagaku’s specified subsidiaries. Also, Seikagaku announces that as a result of the merger of theformer Dalton and the Special Purpose Acquisition Company and establishment of a new company in aconsolidation-type merger, the newly established company (the “new Dalton”) qualifies as a specified
subsidiary of Seikagaku, as detailed below.

1. Completion of acquisition and change in specified subsidiaries
Under its mid-term management plan (fiscal 2019 to fiscal 2021), Seikagaku is endeavoring to solidify
its profit foundation by focusing on efforts such as accelerating new drug discovery to become the pillarof new profits and productivity improvement reforms. As part of these efforts, the Company decided bya resolution at a Board of Directors meeting on February 21, 2020 to acquire all shares outstanding ofthe former Dalton through a holding company and a special purpose acquisition company and on March24, 2020 acquired all shares of the former Dalton. At that time, Seikagaku made an equity investment in
SKK CANADA ENTERPRISES CORPORATION (“SEC”), an intermediate holding company, and SEC
made an equity investment in SKK ACQUISITION CORPORATION (“SAC”), an SEC subsidiary thatSEC established for the purpose of acquiring Dalton. As a result of these investments, the capital ofSEC and SAC became equivalent to 10% or more of Seikagaku’s capital, qualifying them as specified
subsidiaries of Seikagaku. Subsequently, on Mach 26 the former Dalton and SAC carried out aconsolidation-type merger under local laws, and the new Dalton succeeded the trade name andbusiness of the former Dalton.

12. Outline of the specified subsidiaries
1) SEC
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Name
Location
Name ofrepresentative
Business description
Capital (after capitalincrease)
Established
Major shareholders
and shareholding
ratiosRelationship between
Seikagaku and thesubject company

SKK CANADA ENTERPRISES CORPORATION
Vancouver, British Columbia Province, CanadaYuji Shimojima, President
Holding company
CAD 49,800,000
February 21, 2020
Seikagaku: 100%

Capitalrelationship
PersonalrelationshipTrading
relationship

Seikagaku has acquired a 100% equity stake in thesubject company.
One executive vice president of Seikagaku
concurrently holds the position of director of thesubject company.
None

(9)

Business performanceand financial position of
the subject company forthe previous three years

Not applicable since the subject company was newly established inFebruary 2020

(10)

Applicable dateMarch 24, 2020

NameLocation
Name ofrepresentative
Business description
Capital (after capitalincrease)
Established
Major shareholders
and shareholding
ratiosRelationship between
Seikagaku and thesubject company

SKK ACQUIAITION CORPORATION
Vancouver, British Columbia Province, Canada
Yuji Shimojima, President

2) SAC
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Special purpose acquisition company
CAD 49,800,000
February 21, 2020
Seikagaku: 100% (indirect holding)

Capitalrelationship
Personal
relationshipTrading
relationship

Seikagaku has acquired a 100% equity stake in thesubject company through SEC.
One executive vice president of Seikagaku
concurrently holds the position of director of thesubject company.
None

(9)

Business performanceand financial position of
the subject company forthe previous three years

Not applicable since the subject company was newly established inFebruary 2020

(10)

Applicable date

March 24, 202023) New Dalton
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Name
Location
Name ofrepresentative
Business
description
CapitalEstablished
Major shareholders
and shareholding
ratiosRelationshipbetween Seikagaku
and the subjectcompany

Dalton Chemical Laboratories, Inc.
Toronto, Ontario Province, CanadaPeter Pekos, CEO
CDMO1 business
CAD 49,800,000
March 26, 2020
Seikagaku: 100% (indirect holding)

Capital relationship

Seikagaku has acquired a 100% equity stakein the subject company through SEC.

Personal
relationshipOne executive vice president of Seikagaku
concurrently holds the position of director of
the subject company.
Seikagaku plans to entrust manufacturing ofpharmaceuticals, etc. to the subject company.

Trading relationship(9)Business performance and financial position of the subject company for the previous three
years2 (units: CAD 1,000)

Fiscal year ended
Net assets
Total assets
Net sales
Operating income
Net income(10)
Applicable date

April 2017
6,360
15,263
11,936964
894
March 26, 2020

April 2018
7,657
16,59814,556990
1,297

April 2019
9,393
18,424
17,195
1,932
1,736

Notes: 1. CDMO: Contract Development and Manufacturing Organization.
A business that supplies comprehensive services in drug development and manufacturing topharmaceutical companies, including contract drug manufacturing, pharmaceutical formulation
planning at the development stage, manufacturing of investigational drugs, and optimization ofmanufacturing conditions.
2. The business performance for the previous three years is the business performance of theformer Dalton.
* The new Dalton was established under local laws on March 26, 2020 by a consolidation-type mergerof the former Dalton and SAC, a special purpose acquisition company. As a result, the former Dalton
and SAC have been dissolved and the newly established new Dalton has succeeded the trade nameand business of the former Dalton.

33. Effect on forecasts of consolidated financial results
At this time, it would be difficult to reasonably assess the impact of COVID-19 on the Company’sbusiness and financial results. Accordingly, the Company has not yet determined a forecast of
consolidated financial results for the fiscal year ending March 31, 2021. The Company will carefully
examine the impact of COVID-19 on the financial results and promptly make an announcement once it
becomes possible to determine a forecast. The effect of this matter on the Company’s financial results
for the fiscal year ending March 31, 2021 is expected to be immaterial.
<Cautionary Notes>
This press release contains forward-looking statements regarding future management strategies orperformance forecasts. These descriptions are based on judgments derived from information that is currently
available to Seikagaku and are subject to risk and uncertainty. Actual results and developments may differ
significantly from these descriptions due to various factors.

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