1 Sep, 2005
Notice of Completion of Acquisition of Clontech Operations
Takara Bio Inc. (president & CEO: Ikunoshin Kato, Ph.D.) announced on July 1, 2005 that it signed an agreement on acquisition of "Clontech operations" of BD (Becton, Dickinson and Company in New Jersey, U.S.A., president: Edward Ludwig. Hereinafter referred to as "BD") at US$60 million with BD. The Company hereby announces that with completion of the designated procedures, including acquisition of permissions under the so-called "anti-monopoly law" in Japan, Europe, and the U.S., the Company completed acquisition of Clontech operations on August 31 PST. In addition, since this acquisition of Clontech operations has been done through Takara Bio USA Holdings Inc. (established on July 25, 2005), a 100% subsidiary of the Company, Clontech Laboratories, Inc. (California, U.S.A., Outline of the company is as shown below.) becomes a sub-subsidiary of the Company.
After September 1, products of Clontech Laboratories will be sold by the Company and its group companies in Asia including Japan, and directly by Clontech Laboratories in the U.S., Canada, and South America, etc. In Europe, the BD Group will continue to sell those products for the time being until the activity is transferred to our group company.
Following the current acquisition of Clontech operations, there will be no changes in interim-term and full-year earnings forecast (as revised on July 1, 2005) for the Company and its group.
<Clontech Laboratories, Inc.>
| Location | Delaware, U.S.A. |
| Offices | 1290 Terra Bella Avenue, Mountain View, California 94043, USA |
| Company representative | Ikunoshin Kato, Ph.D. |
| Established | March 23, 1984 |
| Year end | September (It schedules it the change in December) |
| Number of employees | about 170 |
| Lines of business | Development, manufacture and sales of research reagents, Contract research services |
| Number of acquisition stocks | 100 shares |
| Shareholder before acquisition | BD 100% |
| Shareholder after acquisition | Takara Bio USA Holdings Inc. 100% |
<BD>
| Company name | Becton, Dickinson and Company |
| Location | 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, U.S.A. |
| Company representative | Edward Ludwig (Chairman, President and CEO) |
| Established | 1897 |
| Capital | US$363,804 thousand (about 40,000 million yen, as of March 31, 2005) |
| Major Shareholder | Barclays Bank PLC ( 11.2%, as of March 31, 2005) |
| Number of employees | about 25,000 (as of September 30, 2004) |
| Sales | US$4,934 million (about 540 billion yen, 2004) |
| Lines of business | Manufacture and sales of medical devices such as syringe and blood glucose monitor, diagnostic therapeutics, and cell sorter/analyzer instrument |
<Clontech operations of BD>
| Total revenue | US$60,513 thousand (from Octorber 1, 2003 to September 30, 2004) |
| Operating profit | US$333 thousand (from Octorber 1, 2003 to September 30, 2004) |
| Total assets | US$29,143 thousand (as of May 31) |
| Total liabilities | US$8,346 thousand (as of May 31) |
| Note: | Financial information on Clontech operations is unaudited and prepared by BD for the purpose of this business transfer |
<Takara Bio USA Holdings Inc.>
| Location | Delaware, U.S.A. |
| Offices | Mountain View, California, USA
(c/o Clontech Laboratories Inc., 1290 Terra Bella Avenue, Mountain View, California 94043, USA) |
| Company representative | Ikunoshin Kato, Ph.D. |
| Established | July 25, 2005 |
| Capital | US$70,000 thousand |
| Shareholder | Takara Bio Inc.: 100% |
| Year end | December |
About Takara Bio Inc.
Takara Bio Inc. is an innovative biotechnology company based in Shiga, Japan. As a world leader in biotechnology research and development, Takara Bio was the first company to market PCR technology in Japan and is also the developer of the RetroNectin® reagent, which is a world-standard in gene therapy protocols. In addition to providing research reagents and equipment to the life science research market, Takara Bio has active research and product development activities in the fields of gene and cell-based therapy, and agricultural biotechnology; and is committed preventing disease and improving the quality of life for all people through the use of biotechnology. Through strategic alliances with other industry leaders, the Company aims to extend its reach around the world. More information is available at http://www.takara-bio.com.
For more information:
Corporate Communications
Takara Bio Inc.
E-mail: bio-ir@takara-bio.co.jp
This article is translated from press release in Japanese for your convenience.
Forward-Looking Statements
Statements in this news release, other than those based on historical fact, concerning the current plans, prospects, strategies and expectations of the Company and its Group represent forecasts of future results. While such statements are based on the conclusions of management according to information available at the time of writing, they reflect many assumptions and opinions derived from information that includes major risks and uncertainties. Actual results may vary significantly from these forecasts due to various factors. Factors that could influence actual results include, but are not limited to, economic conditions, especially trends in consumer spending, as well as exchange rate fluctuations, changes in laws and government systems, pressure from competitors' prices and product strategies, decline in selling power of the Company's existing and new products, disruptions to production, violations of our intellectual property rights, rapid advances in technology and unfavorable verdicts in major litigation.
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