(Updated October 2026. USD figures are converted at USD/JPY = 150 for reference unless otherwise stated.)
Domestic shipments of medical devices in Japan reached ¥4.72tn (~USD 31.5bn) in 2024. In Japan medical device M&A over the past several years, large Japanese groups (Hitachi, JEOL, Teijin and Olympus among them) have sold medical device businesses or affiliates to device makers and funds that focus on those businesses. On the distribution side, listed device distributors have acquired regional dealers, and a pharmaceutical wholesaler has agreed to acquire a specialist manufacturer. Foreign private equity funds took private two listed Japanese companies with medical device or medical supplies businesses in 2025 and 2026, and Terumo and Olympus have continued to acquire device companies overseas.
This article is written for corporate development and international business development teams at foreign companies that see Japan as an acquisition market, a source of partners, or a source of acquirers for their own businesses. It reviews Japan medical device M&A through the market structure, the industry landscape, domestic consolidation (In-In), foreign acquirers of Japanese companies (Out-In), Japanese majors’ acquisitions abroad (In-Out), the industry-specific factors acquirers examine, and the implications for overseas acquirers. 画像を表示
1. Market Structure — The Weight of Imports and Drivers of Consolidation
Market size
According to the Ministry of Health, Labour and Welfare (MHLW) Statistics of Production by Pharmaceutical Industry, in calendar year 2024 (January to December) Japan’s domestic production of medical devices was ¥2.66tn (~USD 17.8bn; down 0.4% year on year), imports were ¥3.61tn (~USD 24.0bn; up 8.5%), exports were ¥1.14tn (~USD 7.6bn; up 1.7%), and domestic shipments were ¥4.72tn (~USD 31.5bn; up 3.7%) (MHLW, 2024 annual results of the Statistics of Production by Pharmaceutical Industry). Domestic shipments are the value shipped for the Japanese market by marketing authorization holders, and include both products made in Japan and imported products. The import figure is the domestic shipment value of products whose final manufacturing step took place overseas; MHLW notes that it is not a customs-based trade figure.
Domestic production declined slightly in 2024, while imports rose 8.5% and exceeded domestic production.
Product segments
Customers, adoption processes and revenue models differ widely by product segment. In M&A, the segments in which a company holds positions shape both the set of likely acquirers and the way they assess the business.
| Segment | Main products | Business characteristics |
|---|---|---|
| Diagnostic imaging and physiological testing | CT, MRI, ultrasound, endoscopes, patient monitors | Demand follows hospital capital spending. Maintenance services after installation provide recurring revenue |
| In vitro diagnostics | Hematology, clinical chemistry and other analyzers, and reagents | Reagents are sold continuously after instruments are installed. Reagents accounted for 61.6% of Sysmex’s revenue in FY2026/3 |
| Therapeutic and procedural devices | Catheters, guidewires, orthopedic implants, surgical instruments | Regulatory approval and clinical data are preconditions for adoption. Product development follows physicians’ techniques and case types |
| Organ support and home care | Dialysis, infusion, artificial organs, home-care devices | High share of consumables. Reimbursement prices drive profitability |
| Distribution | Medical device dealers and specialist trading companies | Relationships with regional hospitals and clinics, and sales staff with specialist knowledge, form the base of the business |
The segments are our own classification, not a statistical one.
Five drivers of consolidation
- Declining domestic production and rising imports — As noted above, domestic production fell slightly in 2024, while imports rose 8.5% and exceeded domestic production. In our view, this structure is one background factor for Japanese manufacturers that supplement their product scope through acquisitions, and for foreign companies that consider partnerships with, or acquisitions of, Japanese companies holding domestic sales networks and approvals. Terumo and Olympus have continued to acquire device companies overseas (Section 5).
- Reimbursement prices — In the FY2026 (April 2026 to March 2027) revision of medical fees, the fee schedule itself was raised by 3.09% on average over FY2026 and FY2027, while drug and material prices were cut by a combined 0.87%, including a 0.01% cut in material prices (ministerial budget agreement, December 2025). When Medius Holdings announced a basic agreement in October 2023 to acquire a regional dealer, it cited declining margins caused by falling reimbursement prices and intensifying competition, and set out regional share and purchasing power as the purpose of the acquisition (Case 5).
- Hospital finances — In MHLW’s 25th Survey on Economic Conditions in Health Care, the average profit margin of general hospitals was minus 7.3% in FY2024 (April 2024 to March 2025), compared with minus 7.5% in FY2023. Hogy Medical, a maker of surgical procedure kits, cited the deteriorating finances of hospitals, slowing revenue growth and declining margins as the background to its decision to go private with a fund (Case 7).
- Portfolio reviews by large groups — In selling its diagnostic imaging business, Hitachi explained that growth in scale had become increasingly important as the industry consolidated and global competition intensified (Case 1). JEOL, Teijin and Olympus have also transferred medical device businesses or affiliates to device makers or funds focused on those businesses (Cases 2 to 4). These reviews are the starting point of the carve-outs covered in this article.
- Business succession — Japan’s Small and Medium Enterprise Agency estimated that by 2025 about 2.45 million owners of small and medium-sized enterprises would be over 70, that about half of them (1.27 million) would have no designated successor, and that if closures increased unchecked, a cumulative 6.5 million jobs and about ¥22tn (~USD 147bn) of GDP could be lost by 2025 (SME Agency, Current Analysis of Business Succession and M&A). In the medical device industry, a regional dealer established in 1947 and held by its owner through a holding company became a wholly owned subsidiary of a listed group in 2024 (Case 5), and a pharmaceutical wholesaler agreed in 2026 to acquire all shares of a specialist manufacturer founded in 1910 (Case 6). Neither disclosure mentions succession as a reason for the sale, but the two cases show that listed distributors and wholesalers have become buyers of shares in owner-run companies.
2. Industry Landscape
Japan’s medical device majors
| Company | Consolidated revenue | Fiscal year | Main fields and recent moves |
|---|---|---|---|
| Terumo | ¥1,132bn (~USD 7.5bn) | FY2026/3 | Acquired UK-based OrganOx (organ perfusion devices) in 2025 |
| Olympus | ¥1,011bn (~USD 6.7bn) | FY2026/3 | Endoscopes and endotherapy devices in gastroenterology, urology and respiratory medicine. Sold its scientific business in 2023 and orthopedic business in 2024; acquired Israel-based BioProtect in 2026 |
| Nipro | ¥661bn (~USD 4.4bn) | FY2026/3 | Medical business revenue of ¥524bn; also pharmaceuticals and pharma packaging |
| Sysmex | ¥500bn (~USD 3.3bn) | FY2026/3 | In vitro diagnostic instruments and reagents. Overseas sales ratio of 88.3%. Acquired JEOL’s medical equipment business in 2026 |
| Nihon Kohden | ¥235bn (~USD 1.6bn) | FY2026/3 | Medical electronic equipment |
Terumo, Olympus and Sysmex report revenue under IFRS; the other companies in the tables report net sales under Japanese GAAP. Fujifilm Holdings and Canon also hold medical device operating companies within their groups (see below).
Listed mid-size and specialist manufacturers
| Company | Consolidated revenue | Fiscal year | Main fields |
|---|---|---|---|
| Asahi Intecc | ¥145.4bn (~USD 969mn) | FY2026/6 | Guidewires and other devices for catheter-based treatment |
| Japan Lifeline | ¥59.2bn (~USD 395mn) | FY2026/3 | Cardiovascular devices, both in-house products and imports |
| Mani | ¥30.0bn (~USD 200mn) | FY2025/8 | Surgical needles, ophthalmic knives, dental instruments |
| Daiken Medical | ¥10.3bn (~USD 69mn) | FY2026/3 (non-consolidated) | Suction devices, portable disposable infusion pumps, syringe pumps. Moved from the TSE Prime Market to the Standard Market in 2023 |
Medical device distributors
| Company | Consolidated revenue | Fiscal year | Main fields and recent moves |
|---|---|---|---|
| Ship Healthcare Holdings | ¥718.2bn (~USD 4.8bn) | FY2026/3 | Turnkey hospital construction and equipment, device distribution, dispensing pharmacies, elderly care |
| Medius Holdings | ¥302.3bn (~USD 2.0bn) | FY2026/6 | Device distribution. Acquired Makoto Medical Instruments in Yamanashi in 2024 |
| Yamashita Health Care Holdings | ¥64.1bn (~USD 428mn) | FY2026/5 | Device distribution based in Kyushu. Acquired Kagoshima Ortho Medical in 2023 |
Pharmaceutical wholesaler Alfresa Holdings also signed an agreement in May 2026 to acquire all shares of a manufacturer of ear, nose and throat devices (Case 6).
Medical device companies within large groups
Medical device businesses of Japan’s electronics and chemical groups have repeatedly moved to other groups, device makers or funds.
- In 2016, Canon acquired Toshiba Medical Systems from Toshiba for about ¥665.5bn (~USD 4.4bn). Toshiba Medical Systems had revenue of ¥280bn (~USD 1.9bn) in FY2015/3.
- In 2019, Fujifilm agreed to acquire Hitachi’s diagnostic imaging business (Case 1).
- In 2020, Sumitomo Bakelite launched a tender offer at ¥1,700 per share for Kawasumi Laboratories, then an equity-method affiliate listed on the TSE Second Section, raising its stake from 23.05% to 96.31% before taking full ownership. Sumitomo Bakelite cited, among its reasons, the constraints on collaboration under the information barriers required by antitrust rules while Kawasumi remained an equity-method affiliate. In 2021, Kawasumi took over Sumitomo Bakelite’s medical device business and was renamed SB-Kawasumi.
- In 2014, Panasonic Healthcare moved to an ownership structure of 80% KKR and 20% Panasonic, and later listed on the Tokyo Stock Exchange in 2021 as PHC Holdings (Section 4).
Owner-run companies
Many non-listed device manufacturers and dealers in Japan are owner-run, with shares held by founding families or founders’ holding companies. In the cases below, Makoto Medical Instruments (Chuo, Yamanashi; established 1947) was 99.58% owned by a holding company before the acquisition, and Nagashima Medical Instruments (Bunkyo-ku, Tokyo; founded 1910) is, as of the agreement, wholly owned by a holding company represented by its president. Owner-run companies disclose limited information, and identifying them requires research beyond public databases.
Joint ventures between large groups and owner-run companies
Teijin Nakashima Medical (Okayama) was a joint venture between Teijin and non-listed Nakashima Holdings (Case 4). When Teijin reviewed its business portfolio, the joint venture was dissolved and the company became a wholly owned subsidiary of Nakashima Holdings.
Companies in the Kansai region
Of the companies covered in this article, Sysmex (Chuo-ku, Kobe), Nipro (Kita-ku, Osaka), Ship Healthcare Holdings (Suita, Osaka) and Daiken Medical (Izumi, Osaka) are headquartered in Osaka or Hyogo prefectures.
3. Domestic Consolidation (In-In) — Carve-Outs From Large Groups and Owner Exits
Case 1: Fujifilm and Hitachi’s diagnostic imaging business (agreement signed 2019) — A carve-out from an electronics group
In December 2019, Fujifilm Holdings agreed to acquire Hitachi’s diagnostic imaging business, covering CT, MRI, X-ray and ultrasound systems and electronic medical records. Hitachi transferred the business by corporate split to a newly established company, and Fujifilm acquired 100% of that company’s shares. The price was about ¥179bn (~USD 1.2bn) on an enterprise value basis, subject to adjustments for working capital and net debt, and the business had revenue of ¥143.2bn (~USD 955mn) in FY2019/3. Completion was announced as scheduled for March 31, 2021.
Hitachi explained that growth in scale had become increasingly important as the industry consolidated and global competition intensified, and that transferring the business to Fujifilm, with its highly complementary sales channels and technologies such as image processing, was optimal for the business’s growth and competitiveness. Fujifilm described the purpose as establishing the base of its healthcare business.
This transaction shows that (i) an electronics group transferred a device business that needed greater scale to another large group already active in the same field, (ii) the business was separated into a new company by corporate split before the shares were sold, and (iii) the seller cited the complementarity of sales channels and technology as its reason for choosing the buyer.
Case 2: Sysmex and JEOL’s medical equipment business (completed April 2026) — A non-core business acquired by a diagnostics company
In September 2025, JEOL agreed to transfer its medical equipment business, clinical chemistry analyzers it had made since 1972, to Sysmex. JEOL moved the business by corporate split into a newly established wholly owned subsidiary and sold all of the subsidiary’s shares to Sysmex. The transfer was completed on April 1, 2026, and the new company began operating as Sysmex BioMajesty (Musashimurayama, Tokyo). The price was not disclosed. JEOL describes the analyzers as requiring smaller sample and reagent volumes.
JEOL cited Sysmex’s long track record and global network in clinical testing, its growth strategy and resources in the field, and expected synergies in research and development, production and business development. According to the Japan Fair Trade Commission (JFTC) review, the transferred business held a domestic share of about 25% in automated clinical chemistry analyzers in 2024, and the JFTC concluded that the acquisition would not substantially restrain competition.
Sysmex has previously expanded its scope through collaborations, including Medicaroid, a surgical robot joint venture owned 50:50 with Kawasaki Heavy Industries, and an agreement on regenerative and cell medicine. This transaction is an acquisition of an adjacent diagnostics business from another company.
This transaction shows that (i) an analytical instrument maker transferred its non-core medical equipment business to a company with clinical testing as its core business, (ii) as in Case 1, the business was separated into a new company whose shares were then sold, and (iii) the transaction was completed after a JFTC merger review.
Case 3: Polaris Capital Group and Olympus’s orthopedic business (2024) — A carved-out business acquired by a Japanese fund
In May 2024, Olympus announced the sale of its orthopedic business, centered on Olympus Terumo Biomaterials in Japan and FH Ortho in France, to special purpose companies established by Polaris Capital Group, a Japanese private equity firm. The sale was completed on July 12, 2024, at a contract price of about ¥3.7bn (~USD 25mn) before price adjustments. The orthopedic business had revenue of ¥10.5bn (~USD 70mn) in FY2024/3, or 1.1% of Olympus’s consolidated revenue, and recorded an operating loss of ¥7.5bn (~USD 50mn) and an impairment loss of ¥8.6bn (~USD 57mn) in that year.
Olympus had announced in May 2023 a strategy focused on gastroenterology, urology and respiratory medicine, and explained that selling the orthopedic business was optimal for the group’s corporate value and for the independent and sustainable growth of the orthopedic business. In April 2023, Olympus had also sold its scientific solutions business (microscopes and related products) to a Bain Capital company for ¥427.7bn (~USD 2.85bn).
This transaction shows that (i) a major device maker sold a non-core business as it narrowed its focus, (ii) the buyer of a small, loss-making business was a Japanese fund rather than a device maker, and (iii) Japanese and overseas subsidiaries were sold together as one business unit.
Case 4: Nakashima Holdings and Teijin Nakashima Medical (2025) — A joint venture unwound in favor of a non-listed partner
Teijin Nakashima Medical (Okayama; 399 employees as of April 1, 2025) develops, manufactures and sells orthopedic implants, bone fixation materials and spinal fixation devices, and was owned 50:50 by Teijin and non-listed Nakashima Holdings. In May 2025, Teijin announced that it would sell all of its shares to Nakashima Holdings and Teijin Nakashima Medical itself, making the company a wholly owned subsidiary of Nakashima Holdings. The price was not disclosed. The company began operating as Nakashima Healthforce in June 2025.
Teijin explained that, following its portfolio transformation and strategic review, the partners discussed the company’s future and concluded that ending the joint venture and pursuing growth as a wholly owned subsidiary of Nakashima was the best course. In 2021, the company had taken over the spine and trauma business of KiSCO (Kobe), then a subsidiary of Otsuka Medical Devices, by corporate split; Otsuka Medical Devices explained at the time that it would concentrate resources on renal, dialysis and apheresis.
This transaction shows that (i) a chemical group exited a medical device joint venture, and the non-listed joint venture partner took full ownership, (ii) the shares were acquired by the partner and by the company itself, and (iii) together with the business the company had taken over from another large group in 2021, the results of two large groups’ portfolio reviews were consolidated under Nakashima Holdings.
Case 5: Medius Holdings and Makoto Medical Instruments (2024) — A regional dealer acquired in stages
Makoto Medical Instruments (Chuo, Yamanashi; established 1947) is a medical device dealer based in Yamanashi Prefecture, with revenue of ¥7.1bn (~USD 47mn) for the fiscal year ended April 2023. Its holding company owned 99.58% of its shares. Medius Holdings, whose core business is device distribution, formed a business alliance with Makoto in April 2023, signed a basic agreement in October 2023 and a share transfer agreement in February 2024, and acquired 65% of the shares for ¥306mn (~USD 2.0mn) in cash on March 1, 2024. It acquired the remaining 35% through a simplified share exchange and made Makoto a wholly owned subsidiary on April 30, 2024. In October 2024, Medius transferred the Yamanashi operations of another group company to Makoto by corporate split.
In its October 2023 announcement of the basic agreement, Medius cited declining margins caused by falling reimbursement prices and intensifying competition, and stated that operating under an integrated strategy would expand its share in Yamanashi and strengthen its purchasing power.
This transaction shows that (i) the relationship deepened in stages, from a business alliance to a majority stake and then full ownership through a share exchange, (ii) the acquirer responded to an industry-wide pressure, falling reimbursement prices, through regional share and purchasing scale, and (iii) the consideration combined cash and the acquirer’s shares.
Kyushu-based Yamashita Health Care Holdings also acquired all shares of Kagoshima Ortho Medical, a distributor of orthopedic devices in Kagoshima, in December 2023.
Case 6: Alfresa Holdings and Nagashima Medical Instruments (agreement signed May 2026) — A pharmaceutical wholesaler agrees to acquire a specialist manufacturer
Nagashima Medical Instruments (Bunkyo-ku, Tokyo; founded May 1910) develops, manufactures and sells devices for otolaryngology and head and neck surgery, with revenue of ¥2.7bn (~USD 18mn) for the fiscal year ended June 2025. Its products are used mainly in university hospitals. On May 27, 2026, pharmaceutical wholesaler Alfresa Holdings signed an agreement to acquire all of Nagashima’s shares from Nagashima Holdings, a holding company represented by Nagashima’s president. At the announcement, the completion date had not been set, and no completion announcement had been identified as of October 15, 2026. The price was not disclosed. Alfresa’s subsidiaries were already buying devices from Nagashima before the announcement.
Alfresa positions medical products, including devices, as a growth area, and stated that bringing in Nagashima’s product development capabilities and specialist knowledge would strengthen its device manufacturing and development, expand its own product lineup, and increase sales opportunities to clinics through its pharmaceutical distribution business.
This transaction shows that (i) the agreed buyer of an owner-run specialist manufacturer was a pharmaceutical wholesaler rather than a device maker, (ii) the buyer agreed to acquire an existing supplier to gain manufacturing and development capabilities, and (iii) the buyer cited sales to clinics through its pharmaceutical distribution network as one of the expected effects.
4. Foreign Capital in Japanese Medical Devices — Out-In Transactions (Foreign Acquirers of Japanese Companies)
For overseas companies, Japan’s Out-In transactions in medical devices show the entry routes that have actually been used: private equity take-privates of listed device makers, carve-outs from large groups with the seller keeping a minority stake, and buyouts of joint venture partners. Recent public examples of foreign device makers acquiring Japanese device makers or dealers could not be identified within the scope of our research.
Case 7: Carlyle and Hogy Medical (2026) — A foreign fund takes a listed medical supplies maker private
Hogy Medical, founded in 1955, makes medical supplies centered on surgical procedure kits and an operating room management system. In July 2025, Hogy began a sale process in which 6 private equity funds submitted first-round proposals, and it selected a company owned by funds managed by The Carlyle Group as the final candidate. In December 2025, the Carlyle vehicle announced a tender offer at ¥6,700 per share, a 23.4% premium to the closing price on October 24, 2025, the business day before the final proposals were submitted, and a 69.2% premium to the closing price before media speculation in July 2025. The offer closed in March 2026 with 87.63% of the shares, and Hogy was delisted on May 15, 2026, after a share consolidation. Dalton group, a major shareholder with 27.58%, had agreed in advance to tender its shares.
Hogy cited the deteriorating finances of hospitals, slowing revenue growth and declining margins, and explained that going private would allow it to pursue medium- to long-term measures without short-term pressure from the share price. The Carlyle side set out measures including expanding sales of surgical procedure kits, reviewing procurement and the supply chain, extending the operating room management system, including AI-based scheduling, and growing overseas sales, mainly in Southeast Asia.
This transaction shows that (i) a listed Japanese medical supplies maker came under foreign fund ownership after a competitive process among several funds, (ii) a major shareholder holding 27.58% had agreed in advance to tender, and (iii) the seller explicitly cited the deterioration of hospital finances as a change in its business environment.
Case 8: KKR, JIC Capital and Topcon (2025) — A management buyout with a foreign fund and a government-backed investor
In March 2025, Topcon, which has eye care (ophthalmic diagnostic equipment) and positioning businesses, announced a management buyout led by KKR, with JIC Capital, a subsidiary of Japan Investment Corporation, and Topcon’s president reinvesting. The tender offer price was ¥3,300 per share. KKR, investing mainly through its Asian Fund IV, was expected to hold an indirect majority interest. The tender offer ran from July to September 2025, and Topcon was delisted in December 2025 after a share consolidation.
Topcon stated that it planned to shift its eye care business from hardware to solutions and that, as a private company with the support of KKR and JIC Capital, it could make bold long-term investments without short-term market pressure. KKR stated that it would support Topcon’s international expansion, including in the United States.
This transaction shows that (i) a foreign fund and a Japanese government-backed investor jointly took private a listed company with an eye care device business, and (ii) management reinvested alongside the funds.
Case 9: KKR and Panasonic Healthcare (2014) — A carve-out with the seller retaining a minority stake
In March 2014, KKR completed the acquisition of a majority stake in Panasonic Healthcare. The ownership structure was 80% KKR and 20% Panasonic, held through Panasonic Healthcare Holdings. The partners stated that they would combine Panasonic’s healthcare knowledge, technology and expertise with KKR’s growth capital, operational know-how and global healthcare investment network, and expand global sales channels. The company later listed on the First Section of the Tokyo Stock Exchange in October 2021 as PHC Holdings.
This transaction shows that (i) a foreign fund acquired a medical device business carved out from a Japanese electronics group while the seller kept a minority stake, and (ii) the company later listed in Japan.
Case 10: GE HealthCare and Nihon Medi-Physics (2025) — A joint venture partner takes full ownership
Nihon Medi-Physics (Tokyo; established 1973) develops and manufactures radiopharmaceuticals for SPECT and PET imaging. It was owned 50:50 by Sumitomo Chemical and GE HealthCare. In December 2024, Sumitomo Chemical agreed to sell its 50% stake to GE HealthCare, and GE HealthCare announced the completion of the acquisition in March 2025. The price was not disclosed. Nihon Medi-Physics had 2023 revenue of ¥28.2bn (~USD 188mn). Sumitomo Chemical, which had been involved in the company’s management since its establishment, judged that GE HealthCare, with a broad portfolio of diagnostic agents and medical devices and a global presence, would be the best owner for the company’s sustainable growth. GE HealthCare stated that the acquisition would expand its footprint and offering in Japan.
Case 10 involves radiopharmaceuticals, a field adjacent to medical devices, rather than devices themselves. Together with Cases 7 to 9, it shows that in these cases foreign capital entered Japan’s medical device and adjacent sectors through take-privates of listed companies, a carve-out from a large group with the seller retaining a minority stake, and the buyout of a joint venture partner.
5. Japanese Medical Device Majors Abroad — In-Out Transactions (Japanese Acquirers of Overseas Companies)
For overseas companies, Japanese medical device majors are potential acquirers of their businesses and potential partners. Their recent transactions show what they buy, on what criteria and at what price levels.
Case 11: Terumo and OrganOx (completed October 2025) — A growth-stage therapeutic device company
In August 2025, Terumo agreed to acquire all shares of OrganOx, a University of Oxford spin-out, for about USD 1.5bn on a cash-free, debt-free basis, and completed the acquisition on October 30, 2025. Terumo funded the purchase with cash on hand and debt. OrganOx makes metra, a normothermic machine perfusion system that keeps donor livers functioning outside the body; metra was launched in the United States in 2022, and a kidney device is under development. OrganOx had 2024 revenue of USD 71mn and 199 employees as of June 2025.
Terumo cited addressing the significant unmet need created by the shortage of transplant organs, entering a high-growth industry and acquiring a high-profitability business, and synergies with its perfusion, apheresis and other businesses. It expected the acquisition to contribute to adjusted operating profit, excluding acquisition-related amortization and one-time costs, and to be accretive to pre-amortization EPS from FY2027/3.
This transaction shows that (i) a Japanese device major paid about 21 times the target’s 2024 revenue for a growth-stage therapeutic device company, (ii) the acquirer set out its rationale in terms of unmet medical need, market growth, profitability and synergies with existing businesses, and (iii) the acquirer presented the earnings impact on a basis excluding acquisition-related amortization.
Case 12: Olympus and BioProtect (completed June 2026) — A single-product company in a focus area
On May 26, 2026, Olympus agreed to acquire all shares of Israel-based BioProtect for USD 270mn (about ¥43.3bn at the company’s rate of ¥160.39), and completed the acquisition on June 1, 2026. Part of the consideration is held in escrow for a period dependent on the uninterrupted operation of the business. BioProtect develops and manufactures a biodegradable balloon spacer that protects the rectum during radiation therapy for prostate cancer. Its revenue grew from ¥107mn in 2023 to ¥1.28bn in 2024 and ¥2.33bn in 2025 (calendar-year fiscal periods), while it recorded an operating loss of ¥2.59bn in 2025 and had negative net assets at the end of that year.
Olympus positions urology as one of its focus areas and described the acquisition as strengthening its commitment to solutions that address unmet needs in cancer treatment. As Case 3 shows, Olympus has sold businesses outside its focus areas while acquiring products within them overseas.
This transaction shows that (i) a Japanese major acquired an overseas company with a single product in one of its focus areas, (ii) the target was growing but recorded operating losses, which suggests that the acquirer valued the product and its growth more than current profit, and (iii) part of the consideration was held back subject to the continued operation of the business.
Earlier precedent: Asahi Kasei and ZOLL Medical (2012)
Japanese groups outside the device industry have also bought device companies abroad. In 2012, chemical group Asahi Kasei acquired US-based ZOLL Medical, which makes devices for emergency care such as defibrillators, through a tender offer at USD 93 per share, about USD 2.21bn in total. Asahi Kasei stated that it had identified health care as a key growth sector and aimed to create a globally competitive health care business focused on critical care.
6. Industry-Specific Factors Examined by Acquirers
In acquisitions of Japanese device manufacturers and distributors, acquirers examine industry-specific factors in addition to financials. Based on the reasons and synergies disclosed by the parties in the cases above, these factors fall into three groups.
- Products and approvals — The segments the products serve, the approvals and certifications they hold, and the clinical problems they address. Terumo (Case 11) and Olympus (Case 12) cited products that address unmet medical needs, and the business JEOL sold (Case 2) was characterized by analyzers that require smaller sample and reagent volumes. Whether a product generates continuing sales of reagents, consumables and maintenance after installation, or one-off sales, also affects how acquirers view the stability of revenue.
- Sales and customers — The range and regions of hospital and clinic customers, specialist sales staff, and complementarity with the acquirer’s products and channels. Medius (Case 5) cited regional share and purchasing power, Alfresa (Case 6) cited sales to clinics through its pharmaceutical distribution network, and Hitachi (Case 1) cited the complementarity of Fujifilm’s sales channels.
- Manufacturing, quality and regulatory systems — Marketing authorization holder licenses, product approvals, quality and safety management systems, and the condition of manufacturing sites. Under the PMD Act, marketing medical devices requires a first-, second- or third-class marketing authorization holder license depending on the device class, renewed at intervals set by Cabinet Order of no less than 3 years (Article 23-2), and the approval holder’s status for individual products passes to the surviving or receiving entity in a merger or corporate split, or to the transferee of the product’s data and records (Article 23-2-11). In a share acquisition, the entity holding the license and approvals remains in place. Where a business moves by corporate split or business transfer, the receiving entity must hold the required license, and the approvals must be succeeded through the procedures under the Act. In Cases 1 and 2, the business was first separated into a new company, and that company’s shares were then sold.
7. Implications for Overseas Acquirers
Target universe
In Japan medical device M&A, large Japanese groups have sold device businesses and affiliates to device makers and funds (Cases 1 to 4), an owner-run dealer has been acquired by a listed distributor (Case 5), and a pharmaceutical wholesaler has agreed to acquire an owner-run specialist manufacturer (Case 6). The targets in these cases were either businesses within Japanese corporate groups or owner-held, non-listed companies, and the buyers were Japanese companies or funds. Identifying such targets requires research beyond public databases, and approaching them requires direct contact with parent companies or owners, in Japanese.
Transaction structures
The cases show several structures: carve-outs in which the business is first separated into a new company by corporate split and the shares are then sold (Cases 1 and 2), sales of a business unit spanning Japanese and overseas subsidiaries (Case 3), buyouts of a joint venture partner (Cases 4 and 10), staged acquisitions moving from a business alliance to a majority stake and full ownership through a share exchange (Case 5), take-privates of listed companies by funds (Cases 7 and 8), and carve-outs in which the seller retains a minority stake (Case 9). Because licenses and approvals under the PMD Act attach to specific legal entities and products, the choice between a share acquisition and a business transfer also determines the regulatory steps. The appropriate structure depends on the intentions of the parent company or owner and on the acquirer’s integration plan.
What sellers emphasize
Parent-company sellers explained their decisions in terms of the business’s future and the fit of the buyer (Cases 1 to 4 and 10). Hitachi cited the importance of scale and the complementarity of Fujifilm’s channels and technology, JEOL cited Sysmex’s track record and global network, Olympus described the sale of its orthopedic business as optimal for that business’s independent and sustainable growth, Teijin concluded that full ownership by its joint venture partner was the best course for the company’s growth, and Sumitomo Chemical described GE HealthCare as the best owner for Nihon Medi-Physics. In our reading, these statements indicate that the sellers in these cases weighed the buyer’s plan for the business’s growth alongside the price, and that in Cases 4 and 10 the buyer was the existing joint venture partner.
8. Syntax Partners
Syntax Partners is a Japan-based M&A advisory firm that acts solely as financial advisor. In any transaction, we advise one side only, either the buyer or the seller. We advise on Japan medical device M&A, and on transactions across the broader healthcare sector, in both domestic and cross-border transactions.
Buy-side advisory
For foreign investors considering acquisitions or capital alliances in Japan, we support the full process: mapping targets based on your strategy, including non-listed owner-run companies and businesses within Japanese corporate groups; approaching owners and parent companies directly; negotiation; and execution. We work in Japanese and English, among other languages.
Sell-side advisory
As an advisor that maximizes the interests of sellers and owners, we support Japanese owners and parent companies considering a sale or business succession. The buyer universe we cover includes not only Japanese device makers but also device and pharmaceutical distributors, private equity, and overseas strategic buyers. Our transaction support draws on our understanding of the industry, including adoption processes by product segment, relationships with hospitals and distributors, and the allocation of licenses and approvals among legal entities.
Selected engagements are listed in our Track Record.
We welcome discussions at any stage, from early-stage exploration of acquisitions or partnerships in Japan to live transactions.
This article was prepared by Syntax Partners, Inc. based on public information, including companies’ official announcements, IR materials and press reports.