Press release
Aug 4, 2017

Notification of Disinvestment of Activus Pharma, a Sosei Subsidiary


Tokyo, Japan –4 August 2017: Sosei Group Corporation (“Sosei”; TSE Mothers Index: 4565) today announced that it has divested its wholly-owned subsidiary Activus Pharma, (hereafter, Activus), to Formosa Pharmaceuticals, Inc., which is a wholly-owned subsidiary of Formosa Laboratories, Inc., a leading manufacturer of APIs (Active Pharmaceutical Ingredients: APIs) listed on the Taiwan Stock Exchange (stock ticker: 4746).

Sosei’s strategy has rapidly evolved in recent years as it has accelerated its evolution towards becoming a global biotech company. A key transformational step for Sosei was the acquisition of Heptares Therapeutics Limited (“Heptares”) in 2015. The Heptares acquisition has also fundamentally redirected the company’s growth strategy towards developing a proprietary pipeline of novel drug candidates from the Heptares world leading GPCR-targeted structure-based drug design platform. Activus is therefore no longer seen as core to the strategic direction of the company.

Peter Bains, Chief Executive Officer of Sosei, said: ‘We believe that Activus’ technology can play an important role in the business model of Formosa Laboratories, Inc. We wish the team at Activus and Formosa all the best in its future business endeavours.’

Consideration
By this transfer of all voting stocks totaled 1,957 (100% of Voting Rights Sosei held), Sosei will receive USD 3.5 million in upfront cash consideration and in addition will potentially receive undisclosed milestone payments based on progression of Activus’ pipeline as well as royalties from the commercialization of certain products.
 
Schedule
Date of resolution: August 4, 2017 Date of conclusion of share transfer agreement: August 8, 2017 Closing date: August 10, 2017
 
Financial Impact
The transaction will result in a small profit in the current financial year. As Activus is loss making, an additional benefit will be seen from a reduction in operating costs. 

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