Terumo (4543) M&A Announcement summary

Deal rationale and strategic fit

• Marks a strategic entry into the organ transplantation sector, targeting high-growth and unmet needs in organ preservation, especially for liver and kidney transplants.

• Combines expertise in medical devices with advanced organ preservation technology to improve transplant outcomes and utilization rates.

• Addresses global organ shortages, expands transplant opportunities, and enables use of marginal donor organs.

• Five key criteria—technology, differentiation, synergy, financial growth, and cultural fit—are all met, making this a rare and valuable opportunity.

• Supports portfolio enhancement, leapfrog growth, and diversification beyond existing business domains.

Financial terms and conditions

• 100% of OrganOx shares acquired for approximately $1.5 billion in cash, subject to adjustments for cash, debt, and working capital.

• Funded with cash on hand and borrowings from financial institutions, maintaining a healthy balance sheet post-acquisition.

• OrganOx will become a wholly owned subsidiary upon completion.

• Closing targeted within the current fiscal year or by the end of FY2025, subject to regulatory approvals.

• Expected to contribute positively to adjusted operating profit and EPS from the next fiscal year or FY2026, excluding one-time items.

Synergies and expected cost savings

• Synergies anticipated through integration of proprietary technologies, manufacturing, and distribution networks.

• Cost advantages from leveraging existing components, operational footprint, and group infrastructure.

• Revenue synergies expected from cross-selling, expanding into new organ categories, and creating new solutions in transplantation.

• Utilizes robust R&D, perfusion, and infusion management capabilities to drive further growth.

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