OSAKA SODA CO., LTD. (the “Company”) today announced that effective August 29, 2017, the Company and Shiseido Company, Limited (“Shiseido”) has entered into an agreement that the Company will purchase all issued shares of Shiseido Irica Technology Inc., which is Shiseido’s consolidated subsidiary, and will acquire Chromatography Business of Shiseido China Co., Ltd., which is Shiseido’s China-based subsidiary.

1. Share Purchase and Acquisition of Chromatography Business

The Company and its subsidiaries (“OSAKA SODA GROUP”) engages in nurturing and strengthening the healthcare-related business which is positioned as OSAKA SODA GROUP’s third pillar of profit under the mid-term management plan “NEXT FRONTIER-100. Especially in Separation Media in Pharmaceutical Industry (Silica Gel for Liquid Chromatography), OSAKA SODA GROUP actively invested our management resources including expansion of production capacity, alignment of overseas network, and development of purification materials for bio drug in order to reinforce HPLC Silica Gel hold No.1 share position globally Shiseido Irica Technology Inc. is a contract manufacturing company of HPLC Silica Gel, HPLC Columns, and analysis equipment. It has highly reliable technology with a proven record of success. As a result of consolidation, the Company’s Chromatography Business achieves to offer fully integrated production from columns business to analysis equipment as well as providing a variety of HPLC Silica Gel. Furthermore, the Company engages in development and manufacturing to meet diversified customer’s needs and aims for expanding business field, creating the synergistic effect of OSAKA SODA GROUP’s Active Pharmaceutical Ingredients and Intermediates. OSAKA SODA GROUP expand sales in Asia including China through acquisition of the assets and marketing rights associated with Chromatography Business of Shiseido China Co., Ltd. Taking advantage of share purchase and acquisition of Chromatography Business, OSAKA SODA GROUP aims to enhance corporate value through expansion of the healthcare-related business and efforts to increase overseas presence.

2. Outline of Subsidiary

(1) Trade name : Shiseido Irica Technology Inc.

(2) Representative : Akihiro Ishino Representative Director, President

(3) Business address : 12 Nishikawabe-cho, Higashikujyo Minami-ku, Kyoto, Japan

(4) Date of incorporation : May 10, 1985

(5) Business : Manufacturing & selling of analysis equipment (columns, instrument, etc.)

(6) Fiscal year-end : December 31

(7) Number of employees : 27 (including 3 employees on secondment from Shiseido)

(8) Place of business : Headquarter in Kyoto

(9) Capital : 100 million yen

(10) Issued shares : 2,100 shares

(11) Most recent earnings

Shiseido Irica Technology Inc. – Single Entity

Fiscal Year Ended December 31, 2015

Sales 411 million yen
Operating Profit 11 million yen

Fiscal Year Ended December 31, 2016

Sales 610 million yen
Operating Profit 11 million yen

The accounting period of Fiscal Year Ended December 31, 2016 is nine months due to shift to January-December fiscal year from April-March fiscal year.

3. Share Purchase

The Company acquires shares from Shiseido. There is no personal and capital relationship between the Company and Shiseido.

4. Share Ownership

(1) Number of shares held before share purchase 0 shares ownership 0%

(2) Number of shares purchased 2,100 shares

(3) Number of shares held after share purchase 2,100 shares ownership 100%

Note 1
Prior to share purchase, the rights and obligations related to Chromatography Business of Shiseido shall be succeeded to Shiseido Irica Technology Inc. with a divestiture (absorptiontype split), Shiseido Irica Technology Inc. delivers 100 shares to Shiseido in exchange for this transaction. Accordingly, both the number of shares purchased and the number of shares held after share purchase are to be 2,100 shares which is issued shares increased by divestiture.

Note 2
A share purchase price is not disclosed in compliance with the confidentiality obligations of share purchase agreement with Shiseido.

5. Timetable

August 29, 2017 Conclusion of Share Purchase Agreement
December 1, 2017 Effective Date of Share Purchase Agreement

6. Outlook

As a result of share purchase, Shiseido Irica Technology Inc. will be consolidated subsidiary of OSAKA SODA GROUP. There is no significant impact on the Company’s consolidated closing for Fiscal Year Ending December 31, 2017. 7. Board of Directors Two (2) members (director and auditor) of Shiseido Irica Technology Inc.’s board of directors will resign their posts.