Announcement of Merger Agreement Between Wholly Owned Subsidiaries in the Pharmaceutical and Medical Products Distribution Business

TS Alfresa Co., Ltd. (Headquarters: Hiroshima City, Hiroshima Prefecture; President and CEO: Takashi Takahashi; hereinafter "TS Alfresa"), a wholly owned subsidiary engaged in the wholesale distribution of pharmaceuticals and related products, and Miyano Medix Co., Ltd. (Headquarters: Fukuyama City, Hiroshima Prefecture; President and CEO: Kazuo Kiriyama; hereinafter "Miyano Medix"), a specialized medical device trading company and subsidiary of TS Alfresa, have today signed a merger agreement with TS Alfresa as the surviving company. We hereby announce the details as follows.

Please note that, as this merger is between wholly owned subsidiaries, certain disclosure items and details have been partially omitted.

Details:

1. Background and Purpose

TS Alfresa, headquartered in Hiroshima Prefecture, operates throughout the Chugoku region, distributing not only pharmaceuticals but also a wide range of medical products※1, including medical devices and materials. The company has also deployed staff with advanced expertise in medical devices, contributing to regional healthcare through its wholesale business.

Miyano Medix has operated as a locally focused medical device wholesaler centered on Fukuyama City, Hiroshima Prefecture, for over 70 years. It handles a broad range of products, including high-risk medical devices and veterinary medical equipment, and has developed extensive know-how in post-delivery maintenance and support services.

In September 2025, TS Alfresa acquired all shares of Miyano Medix to make it a subsidiary, aiming to expand its medical product portfolio and strengthen its sales capabilities※2. Through this merger, the company aims to further enhance value delivery to regional healthcare by leveraging Miyano Medix’s specialized products and technical expertise to serve hospitals, clinics, and veterinary hospitals across the entire Chugoku region.

※1 Medical Products: Diagnostic reagents, medical devices and materials, nutritional foods, etc.

※2 Reference: Announcement dated September 2, 2025

"Acquisition of Shares in Miyano Medix Co., Ltd., a Medical Device Specialist Trader, by TS Alfresa Co., Ltd. (Subsidiary Integration)"

https://ssl4.eir-parts.net/doc/2784/ir_material15/258276/00.pdf

2. Summary of the Merger

(1) Timeline

(Note) The merger qualifies as a simplified corporate reorganization under Article 796, Paragraph 2 of the Companies Act for TS Alfresa, and therefore will be implemented without shareholder approval. Similarly, for Miyano Medix, it qualifies as an abbreviated reorganization under Article 784, Paragraph 1 of the Companies Act, and will also proceed without shareholder approval.

(2) Merger Method

The merger will be executed as an absorption-type merger, with TS Alfresa as the surviving company and Miyano Medix as the dissolved company.

(3) Allocation Related to the Merger

As this merger takes place between wholly owned subsidiaries of the parent company, there will be no allocation of shares or monetary compensation.

3. Overview of the Merging Companies (as of March 31, 2026)

※3 Founded in April 1947

4. Post-Merger Status (Planned)

There are no plans to change the surviving company’s corporate name, head office location, or other key details following the merger.

5. Future Outlook

As this is a merger between wholly owned subsidiaries, the impact on the parent company’s consolidated financial results is expected to be minimal.

End