On February 16, 2024 Sosei Group Corporation ("Sosei Heptares" or "the Company"; TSE: 4565), reported that at a meeting held on 15 February 2024, its Board of Directors resolved to change the corporate names of the Company and its subsidiaries and the location of the head office of the Company (Press release, Sosei Heptares, FEB 16, 2024, View Source [SID1234646049]). At the same meeting, the Board resolved to merge Idorsia Pharmaceuticals Japan Ltd ("IPJ") and Sosei Co. Ltd., both of which are whollyowned consolidated subsidiaries of the Company, and to change the corporate name of IPJ as the surviving company.

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The Board also resolved to submit a proposal on the "Partial Amendments to the Articles of Incorporation" to the 34th Ordinary General Meeting of Shareholders scheduled to be held on 27 March 2024 (details below).

1. Change of corporate names of the Company and its subsidiaries
(i) Reason for change
In July 2023, the Company acquired all the issued shares of IPJ and made it a wholly owned subsidiary with the strategic goal to expand the Company’s operations in Japan. As IPJ and Sosei Co. Ltd., also a wholly owned subsidiary of the Company, plan to merge as of the effective date 1 April 2024 as described in 3 below, the Company has decided to use the event to adopt a unified corporate brand and corporate name for the Group, including all subsidiaries.

The name "Nxera" derives from the words "Next" and "Era" to express the Company’s determination to be a leader in the next era of science and healthcare. "Nxera" will be a technology enabled pharma company that will challenge the status quo in its pursuit of better treatments for patients in need across multiple therapeutic areas.

(ii) New corporate names
Current name New name
Sosei Group Corporation Nxera Pharma Co., Ltd.
Idorsia Pharmaceuticals Japan Ltd Nxera Pharma Japan Co., Ltd.
Idorsia Pharmaceuticals Korea Co., Ltd Nxera Pharma Korea Co., Ltd.
Heptares Therapeutics Ltd. Nxera Pharma UK Limited

(iii) Date of change
1 April 2024 (planned)
* The change is subject to the approval of a partial amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders.

2. Change of location of head office of the Company
(i) Reason for the change
Considering the merger between the subsidiaries as described in 3 below, the Company’s head office will be moved to the same location as the head office of IPJ (Minato-ku, Tokyo) to accelerate business integration and enhance operating efficiencies.

(ii) New location
9-7-2 Akasaka Minato-ku
Tokyo 107-0052
Japan

(iii) Date of change
1 April 2024 (planned)
* The change is subject to the approval of a partial amendment to the Articles of Incorporation at the Ordinary General Meeting of Shareholders.

3. Merger of wholly owned consolidated subsidiaries
(i) Purpose of the Merger
Since the acquisition of IPJ in July 2023, the Company has been pursuing integration synergies and decided to merge IPJ and Sosei Co. Ltd to accelerate business integration and enhance operating efficiencies.

(ii) Schedule of the Merger
15 February 2024 Approval of the Merger Agreement by the Board of Directors (the Company)
19 February 2024 Approval of the Merger Agreement by the Board of Directors (Sosei Co. Ltd)
20 February 2024 Approval of the Merger Agreement by the Board of Directors
20 February 2024 (planned) Execution of the Merger Agreement by the merging companies
27 March 2024 (planned) Approval of the Merger Agreement at the Meeting of Shareholders (the merging companies)
1 April 2024 (planned) Effective date of the Merger (Merger date)

(iii) Merger format
The Merger will be an absorption-type merger with IPJ as the surviving company and Sosei Co. Ltd. as the non-surviving company.

4. Partial amendments to the Articles of Incorporation
(i) Reason for the amendments
This is to amend Article 1 (Corporate Name) and Article 3 (Head Office) of the current Articles of Incorporation to make the change of corporate name of the Company mentioned in 1 and the change of the location of the Company mentioned in 2 above. This is also to amend the number of directors specified in Article 19 of the existing Articles of Incorporation from not more than ten (10) to not more than twelve (12) directors to allow for future flexibility to enhance the supervisory function of the Board as the Company grows.

Enquiries:
Sosei Heptares – Media and Investor Relations
Kentaro Tahara, VP Investor Relations and Corporate Strategy
Shinichiro Nishishita, VP Investor Relations, Head of Regulatory Disclosures
Maya Bennison, Communications Manager
+81 (0)3 5210 3399 | +44 (0)1223 949390 | [email protected]