JT finalizes pharmaceutical business transfer to Shionogi

Japan Tobacco Inc. (JT) announced on September 25, 2025, the conclusion of an absorption-type split contract with Shionogi & Co., Ltd. for the transfer of JT Group's pharmaceutical business. This follows a May 7, 2025, resolution to enter an agreement for a simplified absorption-type split. The effective date for this absorption-type split is scheduled for December 1, 2025.

The agreement also hinged on conditions, now met, regarding Shionogi's tender offer for TORII PHARMACEUTICAL CO., LTD. common stock. The consolidation of Torii shares and Torii's acquisition of its own shares took effect on September 1, 2025.

As both JT and Shionogi qualify for a simplified absorption-type split under the Companies Act, neither company plans to hold a general meeting of shareholders to approve the absorption-type split contract.