Kirin Holdings Commences Tender Offer To Make FANCL A Wholly-Owned Subsidiary

Kirin Holdings Company, Limited (Kirin Holdings) (TOKYO: 2503) has announced its intention to acquire additional shares of common stock of FANCL Corporation (FANCL) (TOKYO: 4921) through a tender offer and share warrants, with the goal of making FANCL a wholly-owned subsidiary. This strategic move aligns with Kirin Holdings’ long-term management vision, Kirin Group Vision 2027, which aims to enhance its global leadership in Creating Shared Value (CSV) across food & beverages, pharmaceuticals, and health sciences.

Since its initial acquisition of approximately 33% of FANCL’s shares in 2019, Kirin Holdings has been fostering a capital and business alliance with FANCL. The acquisition of Blackmores Limited in 2023 further strengthened Kirin Holdings’ presence in the health food sector, particularly in the Asia-Pacific region.

FANCL, under its own strategy, FANCL Group VISION2030, aims to improve global health and beauty standards while expanding its market presence. Through proactive responses to challenges like those posed by COVID-19, FANCL has solidified its consumer relationships and laid foundations for sustainable growth, particularly by investing generated funds into expanding its overseas operations.

The decision to fully acquire FANCL as a subsidiary is rooted in leveraging complementary strengths. Kirin Holdings brings expertise in immunology research, fermentation, biotechnology, and health food manufacturing, while FANCL excels in direct-to-consumer channels and product commercialization driven by consumer feedback. This synergy is expected to enhance the competitiveness of both entities through integrated management and shared resources.

The acquisition details include a takeover bid (TOB) period starting from June 17, 2024, to July 29, 2024, offering 2,690 yen per share of common stock and one yen per share for stock acquisition rights. The total purchase amounts to approximately 220.0 billion yen, financed through interest-bearing debt.

Following approval from FANCL’s special committee and its Board of Directors, the transaction aims to maximize corporate value and strengthen the Kirin Group’s position in the global market. It represents a significant step towards consolidating capabilities in health sciences, fostering innovation, and addressing consumer health needs across the Asia-Pacific region.

For further details on the tender offer, interested parties can refer to the official announcement dated June 14, 2024, or contact NOMURA SECURITIES CO., LTD, the appointed tender offer agent, during business hours.

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