Tsubota Laboratory Incorporated [4890.T]
TOKYO, Jun 24 (Pulse News Wire) – Tsubota Laboratory Incorporated (4890.T) announced on Friday that it had finalized the acquisition price terms for its subsidiary Mediproduces Co., Ltd. The total purchase price is set at ¥150 million.
Of this amount, ¥100.0 million will be paid in cash and ¥50.0 million through equity issuance. The equity portion will be settled via a debt-to-equity swap (DES) method, utilizing a debt claim against the seller, which will be converted into shares worth ¥50.0 million on July 17, 2026. Additionally, the agreement includes an earn-out provision, whereby Tsubota Lab will pay additional consideration based on Mediproduces' operating profit from China and US operations over five years post-acquisition. The cumulative earn-out payment cap is ¥150 million. Each annual installment will be made subject to board approval and priced according to the prevailing stock price at the time of payment.
To finance part of the equity component, Tsubota Lab plans to issue new ordinary shares totaling 175,438 to a third party, Eri Kubota, at a subscription price of ¥285 per share, resulting in a total subscription value of ¥50.0 million. Subscription payments will be made via physical contribution of the aforementioned debt claim, with the final payment due on July 17, 2026. The company also noted that the issuance was conducted to ensure compliance with legal requirements, particularly the two-week electronic announcement period stipulated by the Companies Act for such transactions. Furthermore, measures were taken to guarantee fairness and transparency in this related-party transaction, including setting up an independent external advisory committee and obtaining an independent valuation report for Mediproduces' shares. Scheduled key milestones include signing the share transfer contract on July 01, 2026, executing the share acquisition on July 1, 2026, and completing the third-party equity issuance on July 17, 2026.
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