Roche and Chugai create new Japanese pharma leader with global access

11-Dec-2001

Roche and Chugai announced that they will enter into an alliance to create a leading research driven Japanese pharmaceutical company. The new enterprise to be formed by the merger of Nippon Roche and Chugai will be a fully functional and internationally active pharmaceutical company based in Japan with access to global markets. The company will have a pro forma 2000 turnover of approximately 253 billion Yen (CHF 3.4 billion1) and rank number five by sales in the world?s second largest market. The Roche Group will become the majority shareholder with a 50.1% interest.

The new enterprise will be named Chugai Pharmaceutical Co., Ltd. and will continue to be listed on the Tokyo Stock Exchange. The chairman and CEO of Chugai will be Osamu Nagayama, Chugai?s current chairman and CEO. Wataru Ogawa, Nippon Roche?s current president and CEO, will be nominated for election to the board of the new enterprise as executive vice president following the merger. Franz B. Humer, Roche?s chairman and CEO, as well as William M. Burns, Head of Pharmaceuticals Division Roche, and Hiroaki Shigeta, Chairman of Nippon Roche, will also be nominated for election to the Board of Chugai following the merger.

The relationship between Chugai and the Roche Group is clearly defined through a jointly agreed governance agreement. Under these novel governance terms, Chugai will be an autonomously managed company, closely co-ordinating its operations with Roche. Chugai will be Roche?s exclusive pharma representative in Japan and will have rights to develop and market all pharmaceutical products which the Roche Group decides to commercialize in Japan. Roche will have the right to license-in for all Chugai products outside of Japan and South Korea for which Chugai seeks a partner.

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