Central Glass : Notice regarding the disposal of shares in consolidated subsidiary (transfer of shares)（318KB）

August 25, 2022

Central Glass Co., Ltd.

Note: This document is a translation of the Japanese original for reference purposes only. In case of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from or in connection with the translation.

Notice regarding the disposal of shares in consolidated subsidiary (transfer of shares)

In the Board of Directors meeting held on August 24, 2022, Central Glass Co., Ltd. ("Central Glass") has decided to transfer all shares in its German consolidated subsidiary, Central Glass Germany GmbH ("CGG") engaged in contract manufacturing and sales of APIs and intermediates for pharmaceuticals, to Evotec SE("Evotec").

１．Reason for transfer of shares

Central Glass has been working to improve CGG's production efficiency and structure in order to improve its performance.

Central Glass has come to the conclusion that transferring all shares of CGG, to Evotec, is the best option for Central Glass, CGG, and Evotec, and have made a resolution at the Board of Directors meeting held on August 24, 2022.

２．Overview of the subsidiary to be transferred

（１）Name	Central Glass Germany GmbH
（２）Address	Kuensebeck, Halle/Westfalen, Germany
（３）Name and title of	Managing Director	Takeyasu Kawano
representative	Managing Director	Dr. Stephan Seck
（４）Business activities	Contract manufacturing and sales of APIs and
	intermediates for pharmaceuticals and other products and
	provision of related services
（５）Capital	25,000€
（６）Established	in 2008
（７）Name of major	Central Glass Europe Limited 100%
shareholders and	※ Central Glass Europe Limited is a fully owned
shareholding ratio	consolidated subsidiary of Central Glass
（８）Relationship between	Capital	Central Glass fully owns the subject
listed entity and the	relations	company indirectly through a subsidiary.
subject company
Human	Central Glass has seconded employees to
	relations	the subject company.
	Business	Central Glass' subsidiary has a loan to the
	relations	subject company.

（９）Financial status and performance of the subject company for the past 3 years
Fiscal period		Dec 2019			Dec 2020	Dec 2021
Net assets			1,194K€			233K€	(3,798K)€
Total assets			11,614K€			12,513K€	10,077K€
Sales			11,043K€			12,622K€	9,097K€
Operating profit			(1,239K)€			(927K)€	(4,084K)€
Recurring profit			(1,216K)€			(956K)€	(4,027K)€
Net profit			(1,301K)€			(961K)€	(4,031K)€
※The "per share" information is not shown, due to CGG being an GmbH
３．Overview of acquiring company
（１）Name		Evotec SE
（２）Address		Essener Bogen 7, 22419 Hamburg, Germany
（３）Name and title of		Dr. Werner Lanthaler. Chief Executive Officer
representative		Dr. Cord Dohrmann, board member
			Dr. Matthias Evers, board member
			Dr. Craig Johnstone, board member
			Enno Spillner, board member
（４）Business activities		Active ingredient research and development
（５）Capital		176,952,653€
（６）Established		in 1993
（７）Net assets		1,377,685,000€（as of December 31, 2021）
（８）Total assets		2,235,161,000€（as of December 31, 2021）
（９）Name of major		1.	Novo Holdings A/S,
shareholders and		2.	T. Rowe Price Group Inc. and
shareholding ratio		3.	Mubadala Investment Company
			are currently holding more than 5% of shares
（１０）Relationship between	Capital				N/A
listed entity and the		relations
acquiring company
	Human				N/A
			relations
			Business				N/A
			relations
			Status	of		N/A
			related party

４. Percentage of shares to be transferred, purchase price and shares held before and after the acquisition

（１）Percentage of shares prior to transfer (% of voting rights	100%（100%）
held)
（２）Percentage of shares to be transferred (% of voting rights	100%（100%）
held)
（３）Purchase Price	1€
（４）Percentage of shares after transfer (% of voting rights held)	0%（０％）

５．Timeline

（１）Date of board of directors' resolution	August 24, 2022
（２）Date of signing of the share purchase agreement	August 24, 2022
（３）Expected closing date of share transfer	November 1, 2022 (scheduled)

６．Impact on future earnings

We expect to incur in the consolidated financial results in the 4th quarter of the fiscal year ending March 31, 2023 an extraordinary loss of approx. 1 billion yen on the sale of shares in the subsidiary. We are currently scrutinizing also other factors with regard to the impact on the forecast of our full year consolidated financial results for the fiscal year ending March 31, 2023. We will immediately inform you if any changes become necessary.