- For Print
- May 8, 2025
Listed Company Name: Eisai Co., Ltd.
Representative: Haruo Naito
Representative Corporate Officer and CEO
Securities Code: 4523
Stock Exchange Listings: Prime Market of the Tokyo Stock Exchange
Inquiries: Teruyuki Masaka
Vice President, Corporate Communications
Phone +81-3-3817-5120
Eisai Co., Ltd. (the “Tender Offeror”) hereby announces that, on March 14, 2025, it decided to acquire the common shares (the “Target Company Shares”) and the Share Acquisition Rights (defined in “(3) Class of share certificates, etc., to be purchased, etc.” under “1. Overview of purchase, etc.” below) of EcoNaviSta Inc. (listed on Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) Growth Market, securities code: 5585, the “Target Company”) through a tender offer (the “Tender Offer”) pursuant to the provisions of the Financial Instruments and Exchange Act (Act No. 25 of 1948; including subsequent revisions; the “Act”), that it implemented the Tender Offer from March 17, 2025, and that the Tender Offer was concluded on May 7, 2025, as follows. As a result of the Tender Offer, the Target Company is expected to become a consolidated subsidiary of the Tender Offeror as of May 14, 2025, the start date of settlement of the Tender Offer.
1. Overview of purchase, etc.
-
(1)Name and address of the Tender Offeror
Eisai Co., Ltd.
4-6-10 Koishikawa, Bunkyo-ku, Tokyo -
(2)Name of the Target Company
EcoNaviSta Inc. -
(3)Class of share certificates, etc., to be purchased, etc.
-
①Common stock
-
②Share Acquisition Rights (the Share Acquisition Rights described in (a) through (d) below are collectively referred to as the “Share Acquisition Rights”)
-
(a)Share Acquisition Rights issued based on a resolution of the Board of Directors of the Target Company at a meeting on August 2, 2017 (“Second Series Share Acquisition Rights”) (the exercise period is from August 3, 2019 to August 2, 2027)
-
(b)
Share Acquisition Rights issued based on a resolution of the Board of Directors of the Target Company at a meeting on September 4, 2020 (“Third Series Share Acquisition Rights”) (the exercise period is from September 5, 2022 to September 4, 2030)
-
(c)Share Acquisition Rights issued based on a resolution of the Board of Directors of the Target Company at a meeting on September 17, 2021 (“Fourth Series Share Acquisition Rights”) (the exercise period is from September 18, 2023 to September 17, 2031)
-
(d)
Share Acquisition Rights issued based on a resolution of the Board of Directors of the Target Company at a meeting on August 17, 2022 (“Fifth Series Share Acquisition Rights”) (the exercise period is from August 18, 2024 to August 17, 2032)
-
-
-
(4)Number of share certificates, etc., to be purchased
Number to be purchased Minimum number to be purchased Maximum number to be purchased 7,304,743 shares 4,869,800 shares – shares (Note 1)
If the total number of share certificates, etc. tendered in the Tender Offer (“Tendered Share Certificates, etc.”) is less than the minimum number of shares, etc., to be purchased (4,869,800 shares), none of the Tendered Share Certificates, etc. will be purchased, etc. If the total number of Tendered Share Certificates, etc., is equal to or exceeds the minimum number of shares, etc., to be purchased, all of the Tendered Share Certificates, etc., will be purchased, etc.
(Note 2)
Shares constituting less than one unit of shares are also subject to the Tender Offer. If shareholders exercise their right to demand the purchase of shares constituting less than one unit of shares in accordance with the Companies Act (Act No. 86 of 2005; including subsequent revisions), the Target Company may purchase its own shares during the period of purchase, etc. of the Tender Offer (the “Tender Offer Period”), in accordance with the procedures set forth in laws and regulations.
(Note 3)
There are no plans to acquire treasury shares held by the Target Company through the Tender Offer.
(Note 4)
The maximum number of share certificates, etc., of the Target Company to be acquired by the Tender Offeror through the Tender Offer will be the number of shares (7,304,743 shares; the “Total Number of Shares after Allowing for Dilutive Shares”) obtained by adding the maximum number of Target Company Shares that may be issued or transferred by the exercise of share acquisition rights by the end of the Tender Offer Period (including Target Company Shares issued or transferred as a result of the exercise of share acquisition rights from February 1, 2025 to the date of the Tender Offer Statement for the Tender Offer) (719,770 shares) to the total number of issued shares (6,585,010 shares) as of January 31, 2025, as stated in the “Summary of Financial Results for the First Quarter of the Fiscal Year Ending October 2025 [Japanese GAAP] (Unconsolidated)” published by the Target Company on March 14, 2025, and subtracting the number of treasury shares held by the Target Company as of January 31, 2025 (37 shares).
(Note 5)
The share acquisition rights may be exercised up to the last day of the Tender Offer Period, and any Target Company Shares issued or transferred as a result of such exercise will also be subject to the Tender Offer. -
(5)Period of purchase, etc.
① Period of purchase, etc.
From Monday, March 17, 2025 to Wednesday, May 7, 2025 (34 business days)
② Possibility of extension at the request of the Target Company
Not applicable. -
(6)Price of purchase, etc.
① 2,190 yen per share of common stock
② Share Acquisition Rights
(a) 21,150 yen per Second Series Share Acquisition Right
(b) 18,400 yen per Third Series Share Acquisition Right
(c) 18,230 yen per Fourth Series Share Acquisition Right
(d) 12,460 yen per Fifth Series Share Acquisition Right
2. Results of purchase, etc.
-
(1)Outcome of the Tender Offer
The Tender Offer was conditioned on the total number of Tendered Share Certificates, etc. being at least the minimum number of share certificates, etc. to be purchased (4,869,800 shares), below which none of the Tendered Share Certificates, etc. were to be purchased. Since the total number of Tendered Share Certificates, etc. (7,091,940 shares) was at least the minimum number of share certificates, etc. to be purchased (4,869,800 shares), the Offeror will purchase all of the Tendered Share Certificates, etc., as described in the public notice of the commencement of the Tender Offer and the Tender Offer Statement (including the amendments made by the Amended Statement of the Tender Offer Statement subsequently submitted). -
(2)Date of public notice of results of the tender offer and name of newspaper in which public notice was published
The results of the Tender Offer were announced to the media through the Tokyo Stock Exchange on May 8, 2025, in the manner set forth in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet order No. 321 of 1965; including subsequent revisions) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ministry of Finance Order No. 38 of 1990 including subsequent revisions; the “Cabinet Officer Order”), in accordance with the provisions of Article 27-13, paragraph 1 of the Act. -
(3)Number of share certificates, etc., purchased, etc.
Type of share certificates, etc. ① Number of Tendered Share Certificates, etc. converted into shares ② Number of purchased share certificates, etc. converted into shares Share certificates 7,031,940 shares 7,031,940 shares Share acquisition rights certificates 60,000 shares 60,000 shares Corporate bond certificates with share acquisition rights – shares – shares Beneficiary certificates of share certificates, etc., in trust
( )– shares – shares Depository receipts for share certificates, etc.
( )– shares – shares Total 7,091,940 shares 7,091,940 shares (Total number of diluted share certificates, etc.) (60,000 shares) (60,000 shares) -
(4)Ownership ratio of share certificates, etc., after the purchase, etc.
※左右にスクロールできます
Number of voting rights pertaining to share certificates, etc., held by the Tender Offeror before the purchase, etc. – units (Ownership ratio of share certificates, etc., before the purchase, etc.: ―%) Number of voting rights pertaining to share certificates, etc., held by the specially related parties before the purchase, etc. – units (Ownership ratio of share certificates, etc., before the purchase, etc.: ―%) Number of voting rights pertaining to share certificates, etc., held by the Tender Offeror after the purchase, etc. 70,919 units (Ownership ratio of share certificates, etc., after the purchase, etc.: 97.09%) Number of voting rights pertaining to share certificates, etc., held by the specially related parties after the purchase, etc. – units (Ownership ratio of share certificates, etc., after the purchase, etc.: ―%) Number of voting rights held by all shareholders, etc., of the Target Company 65,803 units (Note 1)
The “Number of voting rights pertaining to share certificates, etc., held by the specially related parties before the purchase, etc.” and “Number of voting rights pertaining to share certificates, etc., held by the specially related parties after the purchase, etc.” represent the total number of voting rights pertaining to share certificates, etc., held by specially related parties (however, among specially related parties, in the calculation of the ownership ratio of share certificates, etc., in each item of Article 27-2, paragraph (1) of the Act, persons who are excluded from the list of specially related parties pursuant to Article 3, paragraph (2), item (i) of the Cabinet Office Order are excluded).
(Note 2)
The “Number of voting rights held by all shareholders, etc., of the Target Company” represents the number of voting rights held by all the shareholders of the Target Company as of October 31, 2024, as stated in the Annual Securities Report for the 15th fiscal year submitted by the Target Company on January 29, 2025 (the number is stated based on one unit consisting of 100 shares). Provided, however, that since shares constituting less than one unit of shares and Target Company Shares that may be issued or transferred upon the exercise of the Share Acquisition Rights are also subject to the Tender Offer, the “Ownership ratio of share certificates, etc., before the purchase, etc.” and “Ownership ratio of share certificates, etc., after the purchase, etc.” are calculated using the number of voting rights (73,047 voting rights) pertaining to the Total Number of Shares after Allowing for Dilutive Shares (7,304,743 shares) as the denominator.
(Note 3)
“Ownership ratio of share certificates, etc., before the purchase, etc.” and “Ownership ratio of share certificates, etc., after the purchase, etc.” are rounded to the second decimal place. -
(5)Calculation in case of purchase, etc. on a pro rata basis
Not applicable. -
(6)Method of settlement
① Name and location of the head office of the financial instruments business operator, bank, etc., that will perform settlement for the purchase, etc.
Nomura Securities Co., Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo
② Start date of settlement
Wednesday, May 14, 2025
③ Method of settlement
Without delay after the end of the Tender Offer Period, a written notice of purchase, etc., through the Tender Offer will be mailed to the addresses of persons who have accepted the offer to purchase, etc., or who have offered to sell, etc., their share certificates, etc., in relation to the Tender Offer (“Tendering Shareholders, etc.”) (or a standing proxy in the case of a shareholder, etc. (including corporate shareholders, etc.) who is a resident of a foreign country and does not have an account that allows transactions with the Tender Offer Agent).
The purchase will be made in cash. Tendering Shareholders, etc., can receive the proceeds from sale in the Tender Offer without delay after the commencement date of settlement, by the method designated by the Tendering Shareholders, etc., such as remittance (remittance fees may be incurred).
3. Policies, etc., and future outlook after the Tender Offer
There are no changes to the policies, etc. after the Tender Offer described in the “Notice Concerning Commencement of Tender Offer for Share Certificates, etc., of EcoNaviSta Inc. (Securities Code: 5585)” dated March 14, 2025, published by the Tender Offeror.
In response to the results of the Tender Offer, the Tender Offeror intends to follow a series of procedures to make the Tender Offeror the sole shareholder of the Target Company (the “Squeeze-Out Procedures”). As of the date of this release, the Target Company Shares are listed on the Tokyo Stock Exchange Growth Market. If the Squeeze-Out Procedures are followed, the Target Company Shares will be delisted through the prescribed procedures in accordance with the Tokyo Stock Exchange’s delisting criteria. After being delisted, the Target Company Shares will no longer be tradable on the Tokyo Stock Exchange Growth Market.
The specific procedures to be followed in the future and when they are to take place will be announced by the Target Company promptly once decided.
4. Places where copies of the Tender Offer Report are made available for public inspection
Eisai Co., Ltd.
(4-6-10 Koishikawa, Bunkyo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)