- For Print
- March 14, 2025
Eisai Co., Ltd. (Headquarters: Tokyo, CEO: Haruo Naito, “Eisai”) announced today that it has decided to acquire the common shares and share acquisition rights of EcoNaviSta Inc. (listed on Tokyo Stock Exchange, Inc. Growth Market, securities code: 5585, “EcoNaviSta”) through a public tender offer pursuant to the provisions of the Financial Instruments and Exchange Act.
For further details, please refer to the attached PDF.
Background and Circumstances
Eisai aims to realize an ecosystem, "hhceco" (hhc philosophy + ecosystem), that provides solutions to relieve the diverse anxieties of customers, based on the human health care (hhc) concept, in collaboration with other industries, local governments, academia, and others.
In particular, in the field of dementia where Eisai has been involved in drug discovery and disease awareness activities for many years, the company is collaborating with various industries and organizations to utilize its data through a dementia platform. Through this platform, Eisai aims to support the prevention and early detection of MCI (mild cognitive impairment) or dementia in healthy people and people at high risk before onset, while also aiming to realize a dementia-inclusive society where people can live their own lives after the onset of dementia.
EcoNaviSta offers SaaS-type monitoring services for the elderly. Eisai believes that EcoNaviSta’s “Life Rhythm Navi🄬”, which enables users to check the life rhythms of facility residents, could become one of the core solutions of its dementia platform, and the two companies concluded a business alliance agreement on July 24, 2024. Eisai has decided to conduct this tender offer after concluding that enabling prompt and flexible decision-making through making EcoNaviSta a wholly-owned subsidiary would be necessary in order to create more synergies and benefits by leveraging the strengths of both companies.
Synergies and Benefits
Eisai has concluded that the following synergies and benefits can be realized through making EcoNaviSta a wholly-owned subsidiary.
(a) Spread and expansion of "Life Rhythm Navi Plus Doctor" utilizing Eisai’s customer contact points
Regarding EcoNaviSta’s SaaS-type monitoring system for facilities for the elderly "Life Rhythm Navi Plus Doctor", Eisai will promote the expansion of sales channels to hospitals nationwide that it has built, and the expansion of sales channels to hospitals and facilities for the elderly managed by hospitals, through introductions to the senior management of group hospitals.
(b) Establishment of pathways to contribute to the prevention of MCI and dementia and early medical examinations by utilizing the customer contact points of EcoNaviSta
Eisai believes that it will be possible to create pathways that will lead to the encouragement of visits to medical institutions by visualizing risks using EcoNaviSta’s dementia prediction AI and Eisai’s digital check tool for brain health “NouKNOW®” (non-medical device) for users of “Life Rhythm Navi Plus Doctor”. Eisai believes that the creation of such pathways throughout Japan will enhance the added value of EcoNaviSta’s “Life Rhythm Navi Plus Doctor,” while also encouraging early examinations, diagnosis, and treatment among sufferers with undiagnosed MCI and dementia in Japan, thereby significantly expanding its contribution to sufferers, while also increasing contribution to sufferers through Alzheimer’s dementia therapeutic products and other products developed by EcoNaviSta.
(c) Expansion of contribution to the home care market with "Life Rhythm Navi" for home use
Eisai intends to work together with EcoNaviSta to develop and create a market for home care centered on EcoNaviSta’s "Life Rhythm Navi" for home use. Leveraging Eisai’s brand strength, capital strength, and contact points with physicians and local governments that provide home medical care will lead to the expansion of "Life Rhythm Navi" for home use, and contribute to improving the quality of life for both patients, their families and other caregivers.
(d) Development and provision of new solutions and services utilizing accumulated data
By utilizing the data accumulated through EcoNaviSta’s “Life Rhythm Navi Plus Doctor” and the data accumulated through hhceco, Eisai is aiming to provide new services in fields related to multiple diseases, such as the development of new solutions that contribute to solving problems related to MCI and dementia, and the development of solutions that use sleep data to contribute in other areas such as insomnia and epilepsy. In addition, Eisai will utilize accumulated medical data and data obtained through daily life for the development of next-generation drug discovery and the conception of new treatment systems.
Overview of Public Tender Offer
| Target company | EcoNaviSta Inc. (securities code: 5585) |
| Method and process | Public tender offer to acquire common shares and share acquisition rights |
| Public tender offer period | March 17, 2025 (Mon) until May 7, 2025 (Wed) |
| Price of purchase | 2,190 yen per share of common stock 21,150 yen per Second Series Share Acquisition Right 18,400 yen per Third Series Share Acquisition Right 18,230 yen per Fourth Series Share Acquisition Right 12,460 yen per Fifth Series Share Acquisition Right |
| Premium | 31.61% against the closing price of 1,664 yen on March 13, 2025 43.80% against the simple average closing price of 1,523 yen for the period of one month preceding this date, 45.81% against the simple average closing price of 1,502 yen for the period of three months preceding this date, 38.08% against the simple average closing price of 1,586 yen for the period of six months preceding this date |
| Minimum number to be purchased | 4,869,800 shares |
| Maximum number to be purchased | Not set |
| Total purchase amount | Approx. 16 billion yen |
| Method of fund procurement | Equity capital and cash on hand |
| Other | The Board of Directors of EcoNaviSta resolved to express its opinion in favor of the tender offer and to recommend that shareholders of EcoNaviSta and share acquisition rights holders tender in the tender offer. |
Media Inquiries:
Public Relations Department,
Eisai Co., Ltd.
+81-(0)3-3817-5120
[Notes to editors]
1. Overview of EcoNaviSta Inc.
Company name: EcoNaviSta Inc.
Stock exchange listing: Tokyo Stock Exchange, Inc. Growth Market, securities code: 5585
Capital: 1,238,750,000 JPY
Address: 6F KKD Building, 3-1 Kioichō, Chiyoda City, Tokyo
Establishment: November 2009
Representative: Representative Director and President Kimihito Watanabe, Representative Director Masashige Sugisaki
Content of business:
- Development of AI algorithm to predict health status changes through big data analysis of sleep and lifestyle habits
- Provision of monitoring system utilizing sleep analysis technology and sensor fusion technology
- Providing various solutions realized by implementing proprietary AI algorithms into in-house developed software and hardware
URL: https://econavista.com/ (Japanese only)
2. About “Life Rhythm Navi Plus Doctor” and "Life Rhythm Navi" for home use
“Life Rhythm Navi Plus Doctor” is a SaaS-type monitoring system for the elderly based on sleep analysis technology. The system is primarily developed as a service for care and medical settings, and can monitor the residents while respecting their privacy by utilizing various sensors and equipment that can be installed both inside and outside the room. The data obtained is quantified/visualized in an easy-to-understand manner by our unique analysis functions, and is displayed in real time on individual terminals. Simultaneously, the obtained data is automatically linked and inputted into the care record software.
“Life Rhythm Navi Plus Doctor” and “Life Rhythm Navi” for home use are devices that fall under the priority areas of care technology utilization: monitoring and communication (for facilities) and monitoring and communication (for home care). When implementing these devices, they are eligible for subsidies and grants from national and local governments. (Requirements for subsidies and grants vary depending on the prefecture and municipality).
URL: https://info.liferhythmnavi.com/ (Japanese only)