GNI Group is using a large acquisition to try to build a steadier Japanese earnings base. The company said it will acquire all 25 million shares of Ayumi Pharmaceutical Holdings for ¥44.776 billion and make it a wholly owned subsidiary. Management says the attraction is Ayumi's network with Japanese medical institutions, its established products in rheumatology, orthopedics and fever and pain treatment, and the steadier profit and cash flow that come with a domestic commercial platform.
Ayumi Pharmaceutical Holdings also brings Ayumi Pharmaceutical, which would become a GNI group company through the holding structure. The operating company makes and sells anti-rheumatic drugs and fever and pain medicines. GNI highlighted the long-used analgesic Calonal and said Ayumi has strong positions in orthopedics and rheumatology. On an IFRS consolidated basis, Ayumi Pharmaceutical Holdings reported revenue of ¥38,543 million, operating profit of ¥6,206 million and profit attributable to owners of ¥3,222 million in the year to March 2026. The disclosure also notes that the weaker year to March 2024 reflected an impairment loss, and that Japanese GAAP figures at the operating company level differ because impairment recognition rules are not the same.
| Item | Detail |
|---|---|
| Target | Ayumi Pharmaceutical Holdings, which owns Ayumi Pharmaceutical |
| Stake to be acquired | 25,000,000 shares, 100% |
| Purchase price | ¥44,776 million |
| Payment mix | ¥18,005 million cash, ¥26,771 million contribution in kind |
| New GNI shares | 9,974,291 shares at ¥2,684 each |
| Recipients | BCP 6,982,004 shares, Toho 1,994,858 shares, Hisamitsu 997,429 shares |
| Planned borrowing | ¥20,000 million from Mizuho Bank and SBI Shinsei Bank, one-year maturity, bullet repayment |
| Expected closing window | June 30 to September 30, 2026, subject to conditions |
| Dilution | 17.89% of shares outstanding, 17.90% of voting rights |
The funding structure is the real point of interest. GNI is not doing an all-cash deal. Of the ¥44.776 billion purchase price, ¥18.005 billion will be paid in cash and ¥26.771 billion will be settled through a contribution in kind. The sellers are BCP Asia AYM Holding, Toho Holdings and Hisamitsu Pharmaceutical, which currently hold 70%, 20% and 10% of Ayumi Pharmaceutical Holdings. In practice, they contribute part of their claim on the sale proceeds back to GNI, and GNI issues 9,974,291 new shares at ¥2,684 each, a price set at the June 4 close. The allocation is 6,982,004 shares to BCP, 1,994,858 to Toho and 997,429 to Hisamitsu.
GNI says the allotment is not a cash fundraising because the consideration is a claim, not money, but existing holders still face dilution equal to 17.89% of shares outstanding and 17.90% of voting rights. In a separate disclosure, GNI said BCP is expected to become its largest shareholder after the allotment, with 6,982,004 shares and 10.63% of voting rights. Cash still matters too: GNI plans to borrow ¥20 billion from Mizuho Bank and SBI Shinsei Bank to fund the acquisition and related expenses, at short-term prime rate, with one-year maturity and bullet repayment at term end. The collateral is common stock in Gyre Therapeutics held by GNI and its subsidiaries, while financial covenants are still under discussion with lenders.
Advisory fees are estimated at about ¥2 billion, and issuance-related costs for the new shares at about ¥112 million. The strategic pitch is straightforward enough. GNI says Ayumi gives it a Japanese commercial platform it can use to deepen the domestic earnings base, diversify revenue sources and later introduce group pipeline assets developed in the United States and China, as well as overseas biosimilars sourced through its network, into Japan. The acquisition and allotment are expected to close between June 30 and September 30, subject to the effectiveness of securities filings and, where required, approvals under competition laws and other rules. GNI says the impact on current-year consolidated earnings is still under review, although it does not plan to change officers, management structure or its company name because of the transaction.