Terumo (4543) investor relations material

Deal rationale and strategic fit

• Acquisition enables entry into the high-growth organ transplantation market, addressing significant unmet needs in organ preservation and transplantation globally, especially for livers and kidneys.

• The target's innovative normothermic perfusion technology extends organ preservation time, improves transplant outcomes, and expands the donor pool.

• The deal aligns with a strategy to achieve leapfrog growth, diversify beyond existing business domains, and enhance corporate value through unique synergies.

• Supports portfolio enhancement and accelerated growth, with management confident in rare alignment with all strategic criteria.

• Seeks to address challenges such as organ shortages, improve utilization rates, and enable use of marginal donor organs.

Financial terms and conditions

• 100% of the target's outstanding shares will be acquired for approximately $1.5 billion in cash, subject to adjustments for cash, debt, and working capital.

• Funded by cash on hand, borrowings, and debt, maintaining a healthy balance sheet post-acquisition.

• The agreement was signed on August 23, 2025, with closing targeted within the fiscal year, subject to regulatory approvals.

• The acquisition is expected to be accretive to adjusted operating profit and earnings per share from the next fiscal year, excluding special factors.

• OrganOx will become a wholly owned subsidiary upon completion.

Synergies and expected cost savings

• Synergies expected from combining advanced perfusion and monitoring technologies, leveraging manufacturing, R&D, and global infrastructure.

• Integration will enable use of proprietary components and expand post-transplant care offerings.

• Cost synergies anticipated through shared manufacturing facilities and operational efficiencies.

• Enables creation of new solutions in organ transplantation and related therapies.

• Expects to deliver innovative solutions by combining both companies’ capabilities.