IR News
Notice Concerning Share Transfer Involving a Change in a Consolidated Subsidiary
2021/04/27
CAC Holdings Corporation (the "Company") announces that a meeting of the Board of Directors today resolved to transfer all shares of the Company's consolidated subsidiary, CAC Croit ("CAC Croit") held by the Company to EPS Corporation ("EPS"). Details are as follows:
1. Reason for the transfer of shares
With its medium-term strategy (FY2018-FY2021) now being executed, the Group is focusing on strongly facilitating a response to digital transformation (DX) and establishing a highly profitable model while proceeding with selection and concentration. The Group's CRO business* has grown to be one of the Group's constituting businesses as a CRO with strengths in Pharmacovigilance (PV). However, the Company decided to transfer the shares of CAC Croit, which operates the CRO business, to focus management resources on the facilitation of DX in the IT business, a core business of the Group going forward.
The Company considered the harsh environment surrounding the CRO industry, including the intensification of competition due to a string of foreign players entering the Japanese market and the diversification of customer needs associated with an increase in global clinical trals. As a result, the Company determined that EPS, which is one of the largest players in the CRO business in Japan, is extensively engaged in individual CRO operations and has strong expertise in global projects, is the most suitable transferee able to fully make use of CAC Croit's strengths.
*CRO business: Contract Research Organization operations/agency services for clinical trials and after-manufacturing/sales operations in pharmaceutical companies' development of pharmaceuticals.
2. Overview of the subsidiary whose shares are being transferred
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(1) |
Name |
CAC Croit Corporation |
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(2) |
Address |
24-1 Nihonbashi-Hakozakicho, Chuo-ku, Tokyo |
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(3) |
Name and title of representative |
Hajimu Kato |
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(4) |
Description of business |
Contracted operations in the development of pharmaceuticals and medical instruments and related IT services |
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(5) |
Capital |
90 million yen |
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(6) |
Date of establishment |
April 2012 |
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(7) |
Major shareholders and their shareholding ratios |
CAC Holdings Corporation 100% |
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(8) |
Relationship between the listed company and the company whose share are being transferred |
Capital relationship |
The Company holds 100% of the outstanding shares of the company whose share are being transferred. |
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Personal relationship |
A corporate officer of the Company also serves a director of the company whose share are being transferred and the Company dispatches an employee of the Company to be the director of the company whose share are being transferred. In addition, two of the Company's auditors are dispatched to be auditors of the company whose share are being transferred. |
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Business relationship |
There are transactions with the Company such as the consignment of business, equipment leasing, etc. Moreover, the Company has loaned funds to the company whose share are being transferred and is a joint guarantor of the monetary obligations of the company whose share are being transferred. |
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(9) |
Consolidated operating results and consolidated financial position of the company whose share are being transferred for the past three years (Unit: million yen) |
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Fiscal period |
Fiscal year ended December 31, 2018 |
Fiscal year ended December 31, 2019 |
Fiscal year ended December 31, 2020 |
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Net assets |
2,947 |
2,430 |
1,889 |
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Total assets |
4,532 |
4,839 |
4,571 |
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Net assets per share |
29 |
24 |
18 |
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Net sales |
11,008 |
8,574 |
6,826 |
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Operating income |
891 |
(66) |
(262) |
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Ordinary income |
892 |
(67) |
(256) |
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Net income |
508 |
(216) |
(441) |
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Net income per share |
5 |
(2) |
(4) |
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Dividend per share |
3 |
1 |
－ |
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3. Overview of the transferee receiving the shares
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(1) |
Name |
EPS Corporation |
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(2) |
Address |
2-23 Shimomiyabicho, Shinjuku-ku, Tokyo |
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(3) |
Name and title of representative |
Akira Sasa, President and Representative Director |
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(4) |
Description of business |
Total support service in the development of pharmaceuticals and medical instruments |
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(5) |
Capital |
100 million yen |
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(6) |
Date of establishment |
July 2014 |
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(7) |
Net assets |
19,574 million yen (as of September 30, 2020) |
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(8) |
Total assets |
26,948 million yen (as of September 30, 2020) |
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(9) |
Major shareholders and their shareholding ratios (as of September 30, 2020) |
EPS Holdings, Inc. 100% |
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（10） |
Relationship between the listed company and the company whose share are being transferred |
Capital relationship |
Not applicable |
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Personal relationship |
Not applicable |
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Business relationship |
Not applicable |
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4. Number of shares to be transferred, transfer price and status of shareholding before and after the transfer
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(1) |
Number of shares held before the transfer |
100 shares (percentage of voting rights 100%) |
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(2) |
Number of shares to be transferred |
100 shares |
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(3) |
Transfer price |
Some 3,000 million yen |
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(4) |
Number of shares held after the transfer |
0 shares (percentage of voting rights 0%) |
5. Schedule
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(1) |
Date of resolution at the Board of Directors meeting |
April 27, 2021 |
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(2) |
Date of the signing of the share transfer agreement |
April 27, 2021 |
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(3) |
Date of the execution of the share transfer agreement |
June 30, 2021 (planned) |
6. Future outlook
Associated with the share transfer, the Company is to record a gain on sale in the consolidated financial results of the second quarter of the fiscal year ending December 31, 2021. The details are currently being reviewed. In addition, although the impact of this share transfer is not included in the full-year consolidated earnings forecast for the fiscal year ending December 31, 2021, in the event that it is deemed necessary to revise the full-year consolidated earnings forecast after further scrutiny, the Company will promptly disclose this. CAC Croit is scheduled to be excluded from the scope of consolidation of the Company from the third quarter of the fiscal year ending December 31, 2021.
Contacts
CAC Holdings Corporation, Corporate Planning Dept., Enterprise Value Up Group
E-mail: prir@cac.co.jp
End.