Tokuyama : Notice Concerning the Acquisition of a Newly Established Company that will succeed JSR’s in vitro diagnostic pharmaceutical business (Presentation)

Published April 23, 2025 at 12:04 a.m. UTC

Source: MarketScreener

Notice Concerning the Acquisition of a Newly Established Company that will succeed JSR’s in vitro diagnostic pharmaceutical business

April 22, 2025

Significance of the acquisition

Medium-Term Management Plan 2025

Transform business portfolio →Promote and expand growth businesses in each of the “Electronics,” “Healthcare,” and “Environment” fields

Contribute to mitigation of global warming		Practice socially responsible management

Life Science Segment

Promote the continued development of the Life Science Business Division, including the dental materials and equipment, diagnosis systems, APIs and intermediate, and Plastic lens-related materials business Initiated research and development activities aimed at expanding the healthcare domain as a next step following the inclusion of A&T in the Company’s scope of consolidation as a wholly owned subsidiary in FY2020

Further strengthen activities

in the healthcare field and expand the domain

Differentiate the Group’s

technologies and pursue added value

*Develop the in vitro diagnostics business, including immunoassay reagents as well as Point of Care Testing (POCT)

Accelerate the pace of business portfolio transformation by engaging in M&As

Discover synergies with technologies and materials that the Company is yet to possess

Garner in a foothold in overseas markets that are exhibiting growth

*Enter medical field from the Indian base

Overview of the acquisition

Newly acquired	Successor company in absorption-type split, related to IVD and IVDM* business
businesses	held by JSR Corporation

Scheme	Please refer page3 and 4

Acquisition price	82 billion yen

Closing date	Scheduled for October 2025

Procurement of funds	Acquisition using cash-on-hand and interest-bearing debt

Prerequisite process	Confirm whether or not notification is required under the competition laws and

in undertaking the	foreign investment regulations of the relevant countries, and obtain approvals
acquisition


*IVD and IVDM：In vitro diagnostics and in vitro diagnostics pharmaceutical materials businesses

Overview of the acquisition

	JSR Corporation
		Absorption-type split

Acquisition	Successor company
	（New Company）
MEDICAL & BIOLOGICAL		JSR Life Sciences Corporation
LABORATORIES CO., LTD.

In vitro diagnostics business

Companion molecular diagnostic products business

Reagents for research use business Raw materials for reagents business (Sales)

Raw materials for reagents business

(Manufacture)

MBL Beijing Co., Ltd. (China)

MBL Shenzhen Biotech Co., Ltd. (China) G&G Science Co., Ltd. (Japan)

Overview of the acquisition

JSR Corporation		Tokuyama Corporation

Acquisition of all shares

Acquisition

Successor company

MEDICAL & BIOLOGICAL

LABORATORIES CO., LTD.

In vitro diagnostics business

Companion molecular diagnostic products business

Reagents for research use business Raw materials for reagents business (Sales)

(New Company)

JSR Life Sciences Corporation

*Company name to be changed after acquisition

Raw materials for reagents business

(Manufacture)

MBL Beijing Co., Ltd. (China)

MBL Shenzhen Biotech Co., Ltd. (China) G&G Science Co., Ltd. (Japan)

Newly acquired businesses	-IVD&IVDM business/ In vitro diagnostics
and in vitro diagnostics pharmaceutical materials

MEDICAL &

BIOLOGICAL LABORATORIES CO., LTD

Business segmentBusiness description

In vitro diagnostics	Presence of the domestic immunoassay market for autoimmune diseases, with a
full lineup of new items and development pipeline

Molecular diagnostic	Pioneer in companion reagents*1 in Japan, with strengths in the field of
products	oncology2; regulatory affairs capabilities and robust KOL3 network
Reagents for research	Creation of seeds for R&D in the reagent testing business through various
means, including joint research with academia and pharmaceutical company
use
laboratory technicians

Raw materials for reagents	Supply of particle raw materials to domestic diagnostic reagent manufacturers; supply
(Sales)	to more than 600 corporate customers, including major Chinese companies

JSR Life

Sciences

Corporation

Business segmentBusiness description

Raw materials for reagents Manufacture of particle raw materials for in vitro diagnostic products sold by

(Manufacture)

MEDICAL & BIOLOGICAL LABORATORIES CO., LTD

*1	Testing reagents used for a variety of purposes, including the identification of genetic mutations prior to treatment, to improve the efficacy and safety of certain therapeutic drugs
*2	cancer diagnosis and treatment
*3	Key Opinion Leader	© Tokuyama Corporation All rights reserved.	5

Future Vision for the Life Science Business -Supportingpeople’s lives and

improving quality of life

Expand the scope of business domains and create new businesses through acquired technologies

	・Healthcare	Prevention	Diagnosis	Treatment	Prognosis

Existing business				Ingredients for generic
domains
Photochromic	Medical diagnostic	pharmaceuticals

	systems /
	lenses		Dental materials &
	In vitro diagnostics

				equipment

Expand new business domains

Accelerate the pace of new reagent development through M&As

Antigens/ Antibodies/

Particles

Genetic analysis

Immune system testing reagents / Prognostic monitoring systems

Cancer testing

reagent

Expand business domains through

Shorten development periods/

Create synergy with existing technologies

technology integration

Future business growth through synergies

◆From a short-term perspective, take full advantage of cross-selling opportunities by mutually leveraging the customers bases of both companies; integrate the R&D function

◆From a medium-term perspective, develop new products by mutually utilizing both companies’ resources ◆Enter the precision medical market, which is expected to exhibit future growth

Timeline		Short term (1-2 years)	Medium term (3-5 years)		Long term (More than 6 years)
	Explore cross-selling opportunities	Promote the development and launch		Strategically expand into the precision
	(mutual use of both companies’	of new products by leveraging the		medical market (including treatment
Theme	customer bases and products)	resources of both companies		selection through to prevention to
Streamline operations by integrating			prognosis management) in Japan
			Utilize for the Tokuyama healthcare
	business infrastructure
			business concept

	Sale of MEDICAL & BIOLOGICAL	Development of new reagents through MBL’s		Positive steps to enter and proactively
	LABORATORIES CO., LTD. (MBL)	antibody development capabilities and JSR’s		expand the growing oncology/precision
	products to A&T customers (Japan,	efforts to upgrade and expand particle raw		medicine market
	materials
	Korea, China)	Positive steps to accelerate the pace of		Positive steps to explore development
	Sale of A&T products to MBL
	Tokuyama development leveraged by MBL’s		opportunities in the pharmaceutical
Synergy	customers (China)
technology and regulatory affairs capabilities		domain that leverages the resources of
Efficient and accelerated R&D activity
	Creation of ideas for Tokuyama- developed		both companies, including alternative
	through joining R&D staff and function
	products leveraged by MBL’s domestic KOL
	of both companies’ Tsukuba		drug discovery and PF development
	network and the customer network in China
	Laboratories	Sale of new Tokuyama products to domestic
			testing centers (MBL customers)
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					© Tokuyama Corporation All rights reserved.