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Daiichi Pharmaceutical Co., Ltd. and Sankyo Company, Limited announced on May 13, 2005 their agreement of exchange ratios for their planned share transfers to create a joint holding company, Daiichi Sankyo Company, Limited. Each share of Sankyo is to be exchanged for one share of the new holding company and each share of Daiichi is to be exchanged for 1.159 shares. That represents a purchase price of over $7 billion to shareholders of Daiichi. The transaction is subject to the approval of the shareholders of each company.

The companies have jointly filed a registration statement on Form F-4 with respect to the new shares of the holding company to be issued to their existing U.S. shareholders in the transaction. Simpson Thacher is acting as U.S. securities counsel to the companies with respect to establishment of the new holding company.

Simpson Thacher attorneys advising Daiichi and Sankyo include Alan Cannon, David Sneider, Scott Moss and Robert Laplante in the Tokyo office as well as Paul Ford and Mark Brod in New York. Tax advice was provided by Wei Cui, with Mark Lab and Sean Cotton also advising on blue sky matters.