TOKYO – JSR Corporation agreed with Crown Bioscience International (hereinafter “Crown”, Registration: Cayman Islands, CEO:Jean-Pierre Wery, a listed company in TPEx: 6554), which is a contract research organization (“CRO”) providing services to pharmas to support drug development in pre-clinical phases, to acquire 100% ownership of the Company and make it a subsidiary of JSR (the “Transaction”) Execution of the Transaction is subject to resolution of a shareholders’ meeting of the Company and approvals of related authorities, and it is expected to be completed by the end of June, 2018.

Purpose of the acquisition

JSR group positioned its Life Science Business as a third pillar following its Petrochemical and Fine chemical businesses, and recognizes that its duty is to provide values by contributing to improvement in drug development process and to expand its Life Science business. Crown is a global drug discovery and development services company providing translational platforms to advanced oncology, inflammation, cardiovascular and metabolic disease research. Also, as a premier CRO, Crown has deep industry relationships and conducts its businesses globally. JSR’s forecast, based on consultation with Crown’s management team, is for the company to realize Revenue and EBITDA margin of NT$2,700M and NT$600M respectively in 2018, with the understanding that such projected financial information may vary from actual results.. On the other hand, JSR group has engaged in pure and strategic research, drug discovery and diagnostics development as the upstream of drug development processes, and also structured a scheme to provide values throughout manufacturing processes of biopharmaceuticals, which is the downstream of drug development processes, from cell line development to process development and manufacturing. Upon completion of the Transaction, JSRs’ capabilities in its Life Science business will extend from pure and strategic research, drug discovery and diagnostics development, to cell line development, process development and manufacturing. We commit to provide values to pharma industry by providing products and services in drug development processes ranging seamlessly from the discovery process to GMP manufacturing.

Method of the Transaction

The Transaction will be implemented by merger between a wholly owned subsidiary of JSR Coraporation newly established in Cayman Islands for the purpose of the Transaction (”Merger Sub”) and Crown, and Crown will be the surviving entity (*1). All existing shares of Crown will be cancelled and existing shareholders of Crown will be granted rights to receive cash (NT$75/share (JP¥278/share))・(Estimated total purchase price: approx. NT$12 billion (approx. JP¥44 billion) from JSR Coraporation as a consideration for the Transaction. As a result of the Transaction, shares of Merger Sub will be converted to shares of Crown. Consequently, Crown will become a wholly-owned subsidiary of JSR. Immediately after the Transaction, Crown will be delisted from TPEx. (*1) The method is called “reverse triangular merger” and commonly used in friendly acquisition.