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News Release

FOR IMMEDIATE RELEASE
December 18, 1997

Notice of Subsidiary Merger

On December 18, 1997 at the Board of Directors Meeting, Eisai Co., Ltd. (the Company) decided to pursue measures to effect the 100 percent owned subsidiary, Eisai Chemical Co., Ltd. merger with Eisai Co., Ltd. Details associated with the agreed merger will be considered by both companies.


I1. MERGER


The Company and Eisai Chemical Co., Ltd. agreed to a merger effective from April 1, 1998. From now both companies will consider the details of the merger. A merger contract can be implemented without a meeting of the general shareholders in accordance with the Japanese Commercial Code, Article 413-3, Clause 1.


Eisai Chemical Co., Ltd. was established on October 14, 1983 as a 100% owned subsidiary of Eisai Co., Ltd. Since that time, Eisai Chemical Co., Ltd. has been successfully engaged in activities for Eisai Co., Ltd. involving the production of bulk drug substance, and a variety of new compound synthesis activities.


In order to comply with international regulatory requirements and to improve international competitiveness, the merger was agreed by both companies.


All of the employees of Eisai Chemical Co., Ltd. will become employees of Eisai Co., Ltd.


II2. MERGER OUTLINE


1. Merger Schedule
 
  • Approval of Merger Agreement by Board of Directors January 27,1998
  • Merger Agreement Signing January 27,1998 (Eisai Chemical's Merger Agreement Approval Meeting February 12,1998)
  • Merger Effective Date April 1, 1998
  • Merger Registration April 1, 1998
2. Merger Method
  Eisai Co. Ltd. absorbs Eisai Chemical Co., Ltd. Eisai Co., Ltd. will continue to exist. Eisai Chemical Co., Ltd. will be dissolved.
3. Merger Ratio
  Since Eisai Co., Ltd. possesses all of the issued stock shares of Eisai Chemical Co., Ltd., in the post merger, the shares will be reabsorbed by Eisai Co., Ltd. In the post merger, Eisai Co., Ltd. will issue no additional shares.
4. Acquisition Costs
  None

III3. POST MERGER STATUS


1. Name: Eisai Co., Ltd.
2. Business: Pharmaceutical Production, Sales
3. Head Office: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
4. Company Exec: President & CEO Haruo Naito
5. Capital: yen45,300 million
  (The merger does not result in capital increase. From September 30, 1997a capital increase of yen14,094 million is a result of shares issued for convertible bonds.)
6. Total Assets: yen428,000 million (yen7,400 million)
  Parenthesis notes the increase in capital as a result of the merger.
7. Business Year: March 31
8. Post Merger Financial Forecast For the Fiscal Year Ending March 31, 1999
  Parenthesis amounts notes increases.
 
  • Sales yen260,000 million ( -- million)
  • Ordinary Income yen46,500 million (yen200 million)
  • Net Income yen23,000 million (yen100 million)
  • Dividend Per Share yen20.00