(Update on Previously Disclosed Matter) Notice Regarding the Succession of Business of Our Consolidated Subsidiary (Takara Bio Inc.) through a Company Split (Simplified Absorption-Type Company Split)

 

(Update on Previously Disclosed Matter) Notice Regarding the Succession of Business of Our Consolidated Subsidiary (Takara Bio Inc.) through a Company Split (Simplified Absorption-Type Company Split)

 

Takara Holdings Inc. and its consolidated subsidiary, Takara Bio Inc. (“Takara Bio”), hereby announce that, as previously disclosed in the Notice Regarding the Implementation of Structural Reforms for Profitability Improvement by Our Subsidiary (Takara Bio Inc.) dated May 13, 2026, and the (Update) Notice Regarding the Implementation of Structural Reforms for Profitability Improvement by Our Subsidiary (Takara Bio Inc.) dated July 21, 2026, they have resolved that Takara Bio’s GMP cell processing contract manufacturing business will be succeeded by S-RACMO Corporation (“S-RACMO”) through an absorption-type company split, effective January 1, 2027, and that a basic agreement concerning such business succession will be executed on November 2, 2026.

1. Purpose of the Absorption-Type Company Split
In accordance with the Takara Group Medium-Term Management Plan 2030 announced in May 2026, Takara Holdings Inc. and Takara Bio Inc. (“Takara Bio”) have been pursuing discussions with S-RACMO Corporation (“S-RACMO”) regarding the succession of Takara Bio's GMP cell processing contract manufacturing business, following the decision to withdraw from such business as part of efforts to improve the profitability structure of Takara Bio's CDMO business.

 

Through the succession of this business, Takara Bio aims to improve its profitability structure by optimizing the business portfolio of its CDMO business and concentrating management resources within the GMP manufacturing field on priority modalities, including nucleic acids and plasmids, proteins and enzymes, and viral vectors.
In addition, Takara Bio will further enhance the efficiency of its management resources through a workforce reduction of a certain scale, securing employment opportunities for affected employees, obtaining consideration for the transfer of technologies and know-how, and selling related facilities and equipment.

2. Summary of the Absorption-Type Company Split
(i) Schedule of the Absorption-Type Company Split
November 2, 2026: Execution of the Basic Agreement
November 16, 2026 (planned): Execution of the Absorption-Type Company Split Agreement
January 1, 2027 (planned): Effective Date

As the Company Split constitutes a simplified absorption-type company split for Takara Bio, the transaction will be implemented without obtaining approval at a shareholders' meeting of Takara Bio.

At S-RACMO, approval at a shareholders' meeting is expected to be obtained by the day preceding the effective date.

 

(ii) Method of the Absorption-Type Company Split
This transaction will be implemented by way of an absorption-type company split (simplified absorption-type company split), in which Takara Bio Inc. will be the splitting company and S-RACMO Corporation will be the successor company.

 

(iii) Consideration for the Absorption-Type Company Split
The consideration for the Absorption-Type Company Split has been determined through discussions between Takara Bio Inc. and S-RACMO Corporation, taking into comprehensive consideration such factors as the profitability of the business to be succeeded through the Absorption-Type Company Split, as well as the assets, liabilities, rights and obligations subject to the succession. However, the consideration will not be disclosed pursuant to the confidentiality agreement between the parties.

 

(iv) Treatment of Share Options and Bonds with Share Options in Connection with the Absorption-Type Company Split
Not applicable.

 

(v) Changes in Share Capital as a Result of the Absorption-Type Company Split
There will be no change in the share capital of Takara Bio Inc. as a result of the Absorption-Type Company Split.

 

(vi) Rights and Obligations to Be Succeeded
S-RACMO Corporation will succeed to the assets, liabilities, contractual status, and other rights and obligations relating to the business subject to the Absorption-Type Company Split, as specified in the Absorption-Type Company Split Agreement.

 

(vii) Prospects for the Performance of Obligations
With respect to the obligations to be assumed by S-RACMO Corporation in connection with the Absorption-Type Company Split, Takara Bio Inc. has determined that no issues are anticipated with regard to the performance of such obligations.
 

3. Overview of the Parties to the Absorption-Type Company Split

	Splitting Company	Successor Company
(i) Name	Takara Bio Inc.	S-RACMO Corporation
(ii) Address	7-4-38 Nojihigashi, Kusatsu-shi, Shiga, Japan	Located within Sumitomo Pharma Co., Ltd. Research Center, 33-94 Enoki-cho, Suita-shi, Osaka, Japan
(iii)Title and Name of Representative	Tsuyoshi Miyamura, President & Representative Director	Atsuyuki Tsuchida, President & Representative Director
(iv) Business Description	Manufacture and sale of reagents and instruments, contract services, and gene therapy business	Contract development and manufacturing (CDMO) services for regenerative medicine and cell therapy products, including process development and manufacturing
(v) Share Capital	¥14,965 million	¥450 million
(vi) Date of Establishment	April 1, 2002	September 1, 2020
(vii) Number of Iss	120,415,600 shares	Not disclosed
(viii)Fiscal Year-End	March 31	March 31
(ix) Major Shareholders and Shareholding Ratio (As of September 30, 2026)	Takara Holdings Inc. 100.0%	Sumitomo Chemical Co., Ltd. 66.6% Sumitomo Pharma Co., Ltd. 33.4%
(x) Financial Position and Operating Results for the Most Recent Fiscal Year (Fiscal Year Ended March 31, 2026)
Net Assets	¥103,967 million	¥1,366 million
Total Assets	¥133,658 million	¥8,181 million
Net Assets per Share	¥860.90	Not disclosed
Net Sales	¥40,318 million	Not disclosed
Operating Income (Loss)	¥(4,688) million	Not disclosed
Ordinary Income (Loss)	¥(4,992) million	Not disclosed
Profit (Loss) Attributable to Owners of Parent	¥(9,599) million	Not disclosed
Net Income (Loss) per Share	¥(79.22)	Not disclosed

Notes:The number of issued shares and operating results of the successor company are not disclosed at the request of the counterparty.

4. Overview of the Business to Be Succeeded
(i) Description of the Business to Be Succeeded
GMP cell processing contract manufacturing business operated by Takara Bio Inc.

 

(ii) Operating Results of the Business to Be Succeeded
Details are not disclosed due to confidentiality obligations under agreements with customers and for competitive reasons.

 

(iii) Amounts of Assets and Liabilities to Be Succeeded
Details are not disclosed pursuant to the confidentiality agreement between the parties.
 

5. Status After the Absorption-Type Company Split
There will be no changes to the name, address, title and name of the representative, business activities, share capital, or fiscal year-end of Takara Bio Inc. as a result of the Absorption-Type Company Split.

6. Future Outlook
The impact of the Absorption-Type Company Split on the consolidated financial results of Takara Holdings Inc. is expected to be immaterial.
Should any matters requiring disclosure arise in the future, they will be promptly announced.

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.