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June 23, 2003
| AnGes MG
transfers part of HVJ-E operations to subsidiary |
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At its meeting on June 23, 2003, AnGes MG's Board
of directors decided to transfer its HVJ envelope vector (HVJ-E)
division to GenomIdea, Inc. (a subsidiary of the Company) on
September 1, 2003. |
| Description |
|
|
|
1. Purpose
of the transfer
AnGes MG has so far been developing HVJ-E projects as one of
its three major technologies. The development resulted in Ishihara
Sangyo Co., Ltd. distributing the Company's research reagents
(used in genetic analysis) from April 2002. AnGes MG has been
utilizing the specific properties of HVJ-E in its own research
on genetic therapies and drug delivery systems.
On the other hand, the Company established a subsidiary of GenomIdea
in July 2002 to advance research on prospective genes that would
be applicable for genetic therapy and diagnostics.
The purpose of the present transfer is to consolidate the management
of research facilities, property rights and other assets related
to HVJ-E research as currently these are unevenly distributed
between AnGes MG and GenomIdea. This will enable management
resources to be utilized more efficiently and also speed up
the corporate decision-making process. The transfer should thus
reinforce the Group's operations, unifying the HVJ-E operations.
2. Overview
of procedures
1.
Schedule
| Board meeting to
approve the transfer documents (AnGes MG) |
June 23, 2003 (Scheduled) |
| Board meeting to
approve the transfer documents (GenomIdea) |
June 24, 2003 (Scheduled) |
| General shareholder
meeting to approve the transfer documents (GenomIdea) |
July 22, 2003 (scheduled) |
|
| Transfer of HVJ-E
operations |
September 1, 2003 |
| Formal transfer
completion (registering the transfer) |
September 1, 2003 |
|
2. Transfer method
1. Transfer method
AnGes MG being the transferor and GenomIdea - the transferee,
the transaction is a spin off-assimilation type of transfer.
The transaction will be conducted (as prescribed in Article
374, Paragraph 22-1 of Japan's Commercial Code) without the
Company needs to obtain approval at its General shareholder
meeting (as stipulated in Article 374, Paragraph 17-1 of Japan's
Commercial Code).
2. Reasons for selecting the above transfer method
The transfer method as described above was selected due to the
Company's intent to streamline the Group's organizational structure,
improve decision-making and capital efficiency, as well as to
promote HVJ-E operations / business development.
3. Stock allocation
1. Allocation of shares
211 shares of GenomIdea's common stock are to be transferred
to AnGes MG as a settlement.
2. Principal calculation method for stock allocation
Ensuring fair mutual compromise, AnGes MG and GenomIdea invited
a third party (Nikko Cordial Securities Co., Ltd.) to evaluate
the transaction. Calculations were conducted using DCF (discounted
cash flow) and NAV (net asset value) methods.
4. Monetary payments for
the asset transfer
None are to be made
5.
Claims and obligations being transferred to GenomIdea, Inc.
1. Assets and liabilities
All research equipment, intellectual property rights, and other
assets/property rights related to the HVJ-E research are to
be transferred from AnGes MG to GenomIdea. No liabilities are
being transferred.
2. Contracts
GenomIdea shall carry on with the joint development, research
outsourcing, lease, as well as property right agreements pertaining
to HVJ-E operations with the exception of all sales/distribution-related
activities.
3. Personnel
AnGes MG continues to perform its obligations on employment
contracts for all personnel related to HVJ-E operations. AnGes
MG shall dispatch (and GenomIdea shall accept such assignment)
these employees as of the day of transfer.
6.
Ability to perform obligations
The transfer does not materially affect the net assets of AnGes
MG. Regarding the assets/liabilities subject to the transfer,
both companies are determined to perform the obligations prior
to liquidating those on or after the date of transfer.
7. New management
for the transferee company
No board directors / auditors are to be elected for GenomIdea
pursuant to the current transfer.
3.
Transfer summary
1.
| (1) Commercial name |
AnGes MG, Inc. (transferor) |
GenomIdea, Inc. (transferee) |
| (2) Operations |
R&D / production of genetic /
nucleatic acid medicine
R&D for HVJ envelope vectors |
Search/application of genes for therapy / diagnostics |
| (3) Date established |
December 17, 1999 |
July 1, 2002 |
| (4) Headquarters |
Toyonaka-City, Osaka |
Osaka-City, Osaka |
| (5) Head of the company |
Ei Yamada, President & CEO |
Hitoshi Kotani, President & CEO |
| (6) Foundation capital |
¥ 1,803 million (as of March 31,
2003) |
¥ 40 million(as of March 31, 2003) |
| (7) Number of shares |
84,079 (as of March 31, 2003) |
800 (as of March 31, 2003) |
| (8) Capitalization |
¥ 4,487 million (as of December
31, 2002) |
¥ 31 million (as of December 31, 2002) |
| (9) Total assets |
¥ 5,646 million (as of December
31, 2002) |
¥ 39 million (as of December 31, 2002) |
| (10) Account closing |
December |
December |
| (11) Number of employees |
60 (as of December 31, 2002) |
1 (as of December 31, 2002) |
| (12) Major business partner |
Daiichi Pharmaceutical Co., Ltd.
Seikagaku Corporation
Ishihara Sangyo Co., Ltd. |
AnGes MG, Inc. |
| (13) Major shareholders and
respective stake |
Ryuichi Morishita (15.69%)
Toshikazu Nakamura (10.70%)
ECS Co., Ltd. (6.09%)
BioFrontier Global Fund (4.76%)
(as of December 31, 2002) |
AnGes MG, Inc. (71.75%)
(as of December 31,2002) |
| (14) Bank |
The Bank of Tokyo Mitsubishi, Co.,
Ltd. |
The Bank of Tokyo Mitsubishi, Co., Ltd. |
| (15) Corporate relationship
pursuant to the transfer |
Capital |
71.8% is owned by AnGes MG |
| Personnel |
2 directors and 1 employee by AnGes MG |
| Transactions |
Joint development, AnGes MG outsources research
to GenomIdea, GenomIdea outsources management to
AnGes MG. |
|
Result of account closing for the past 3 years
| |
AnGes MG, Inc. (transferor) |
GenomIdea, Inc. (transferee) |
| Account closing |
2000/12 |
2001/12 |
2002/12 |
2002/12 |
| Revenues |
45,261 |
1,300,674 |
1,794,715 |
- |
| Operating income (loss) |
261 |
268,508 |
(508,985) |
(8,226) |
| Ordinary income (loss) |
292 |
281,587 |
(552,414) |
(9,080) |
| Net income (loss) |
151 |
146,587 |
(558,859) |
(9,182) |
| Net income (loss) per share
|
53.20 |
3,690.16 |
(7,844.50) |
(11,478.60) |
| Dividend per share |
- |
- |
- |
- |
| Capital per share |
6,475.44 |
22,644.21 |
53,384.62 |
38,521.40 |
|
4. Operations
being transferred
1.
Description
AnGes MG has been promoting HVJ-E research and development in
two major fields:
- Genetic function analysis
Involves the introduction of genetic expressions, antibodies,
and other substances for which an effect is to be determined,
to a cell or an organ using the HVJ-E. Determining actual effects
of such introduction / a substance's functions are indispensable
the discovery of new genetic expressions for diagnostics / therapeutic
agents.
Development in this field resulted in our partner, Ishihara
Sangyo Co., Ltd. distributing the HVJ-E and supplementary agents
as a kit of research reagents "GenomONE(R)" from April
2002. AnGes MG is paid royalties from the sales to contribute
to operating income.
Note: "GenomONE(R)" is a registered trademark of Ishihara
Sangyo Co., Ltd.
- Therapeutic agents
Involves using HVJ-E to develop efficient drug delivery systems
for the introduction of therapeutic agents (such as genetic
vectors, antibodies and other low-molecular compounds) to a
patient's organs and cells.
Development in this field resulted in AnGes MG launching a pilot
plant on the premises of Ikeda Laboratories in November 2002.
The plant conforms to good manufacturing practice (GMP) - a
standard for quality control of pharmaceutical production and
management processes, thereby contributing to the manufacturing
technology to be established in the near future.
2. HVJ-E operating revenues
The division's revenue amounted to ¥ 55,416,000 in 2002,
or 3.1% of the Company's total operating revenue.
| 3. |
Assets, liabilities
to be transferred and respective amounts
(estimates for September 1, 2003) |
| Assets |
Liabilities |
| Item |
Amount |
Item |
Amount |
| Fixed assets |
¥ 66,179,000 |
- |
- |
| Non-fixed assets |
¥ 28,357,000 |
- |
- |
| Total |
¥ 94,537,000 |
- |
- |
|
5.
AnGes MG, Inc. after the transfer
| 1. |
Corporate name: AnGes MG, Inc. |
| 2. |
Fields of business: R&D / production of genetic
/ nucleatic acid medicine |
| 3. |
Headquarters: Toyonaka-City, Osaka |
| 4. |
Representative officer: Ei Yamada, President & CEO |
| 5. |
Foundation capital: ¥ 1,803,297,000 |
| 6. |
Total assets: ¥ 5,646,259 000 |
| 7. |
Account closing: December |
| 8. |
Effect of the transfer on the Company's activities:
There will be no significant effect on the Group's consolidated
income. The transfer will increase AnGes MG stake in GenomIdea
to 77.6%. |
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