Japan API and CDMO M&A: Carve-Outs of Pharma Plants and Entry by Foreign CDMOs and Funds

(USD figures are converted at USD/JPY = 150 for reference and rounded. Company fiscal years are shown as FY2026/3, meaning the fiscal year ended March 2026. Japanese government statistics on pharmaceutical production are for calendar years. Other currencies are shown as disclosed.)

In Japan API and CDMO M&A, Towa Pharmaceutical agreed in July 2026 to acquire Tanabe Pharma Factory, the manufacturing subsidiary of Tanabe Pharma, which is owned by Bain Capital. In May 2026, an agreement was announced to transfer all shares of MicroBiopharm Japan to a company funded by India’s Gujarat Themis Biosyn. Since 2006, Japanese pharmaceutical companies have carved out domestic plants through company splits and sold them to CDMOs (contract development and manufacturing organizations) and other operating companies. In 2022, agreements were also announced for a foreign CDMO to acquire a Japanese plant of a foreign pharmaceutical company and for a foreign investment fund to acquire a Japanese CDMO.

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 the market structure and major players of Japanese active pharmaceutical ingredients (APIs) and CDMOs, carve-outs of domestic manufacturing sites and acquisitions by foreign companies in Japan, Japanese companies’ acquisitions abroad, the industry-specific factors acquirers examine, and the implications for overseas acquirers.

1. Market Structure — Review of Manufacturing Sites and Drivers of Consolidation Under Economic Security Policy

Market size

According to the Ministry of Health, Labour and Welfare (MHLW) Statistics of Production by Pharmaceutical Industry, Japan’s pharmaceutical production was ¥10.25tn (~USD 68bn) in 2024, up 2.1% year on year. These statistics exclude APIs from the scope of pharmaceuticals and do not show API production or production on a contract basis separately. Production of biological products was ¥713.9bn. By prefecture, Hyogo ranked 6th (¥608.9bn), Osaka 7th (¥554.7bn), Shiga 8th (¥544.9bn), Kyoto 19th (¥162.8bn), Nara 27th (¥85.5bn) and Wakayama 35th (¥42.6bn); the 6 prefectures of the Kansai region together accounted for about ¥2tn, or about 20% of the national total (total and share are Syntax Partners’ calculations). Outside Kansai, Toyama ranked 5th (¥633.5bn) (MHLW, Statistics of Production by Pharmaceutical Industry).

On API procurement, MHLW states in its policy on securing a stable supply of antibacterial drugs under the Economic Security Promotion Act that the raw materials and APIs for beta-lactam antibiotics, which account for more than 85% of injectable antibacterial drugs, depend almost 100% on China (MHLW, Securing a stable supply of antibacterial drugs under the Economic Security Promotion Act).

API and CDMO segments

API and CDMO companies differ in customers, facilities and regulatory requirements depending on the process steps, dosage forms and modalities (small molecules, biologics and others) they handle. In M&A, the dosage forms a company’s facilities can produce, and their capacity, shape both the set of likely acquirers and the way they assess the business.

Segment	Main processes and products	Business characteristics (as seen in company disclosures)
Small-molecule APIs and intermediates	APIs and intermediates made by chemical synthesis or fermentation	Daiichi Sankyo Propharma’s Akita plant had API capacity of about 300 metric tons a year (Case 3). Tanabe Pharma Factory’s Onoda plant produced 45 metric tons of APIs in FY2026/3 (Case 5)
Contract manufacturing of solid dosage forms	Tablets, capsules, powders	Eisai’s Misato plant produced about 3.8bn tablets a year (FY2013/3) (Case 4). Some pharmaceutical plants make both solid dosage forms and injectables (Cases 1 and 2)
Contract manufacturing of injectables and high-potency drugs	Injectables, high-potency products such as anticancer drugs	Shionogi Pharma acquired a manufacturer whose contract manufacturing centered on injectables, including anticancer drugs (Case 6)
Biologics CDMO	Development and manufacturing of antibodies, gene therapies, mRNA and others	FUJIFILM’s bio CDMO revenue was ¥254.1bn (FY2026/3, up 15.8% year on year). Japanese operating companies have acquired foreign CDMOs and sites of pharmaceutical companies (Cases 10 to 12)
Clinical supplies and process development	API process development, formulation and analytical method development, clinical supply manufacturing	Takeda announced the transfer of part of its Pharmaceutical Sciences division in Yodogawa-ku, Osaka (about 200 employees) to a contract manufacturer (Case 4)

5 drivers of consolidation

Review of manufacturing sites by pharmaceutical companies — Daiichi Sankyo Propharma (Shizuoka, Akita and Takatsuki), Mitsubishi Tanabe Pharma Factory (Ashikaga), Astellas (Nishine), Eisai (Misato) and Takeda (Juso) transferred domestic plants or manufacturing functions to CDMOs and other operating companies (Cases 1 to 4). Daiichi Sankyo cited a review of its domestic API plant network (Case 3), and Astellas cited an efficient production structure through alliances with external partners (Case 1). In 2026, Tanabe Pharma decided to sell its manufacturing subsidiary, saying it would no longer hold major manufacturing sites (Case 5).
Dependence on foreign APIs and economic security — As support for domestic production of antibacterial APIs, Meiji Seika Pharma, FUJIFILM Toyama Chemical and Otsuka Chemical, and Shionogi Pharma and Pharmira, received approval of their supply assurance plans under the Economic Security Promotion Act in July 2023. Following the revision of the policy in August 2026, support covers 5 ingredients. According to a report by the National Institutes of Biomedical Innovation, Health and Nutrition, the government’s grant to the fund supporting domestic production of antibacterial APIs was about ¥55.3bn.
Consolidation of generic products and supply structures — MHLW has stated that the number of suppliers per ingredient should “ideally be about 5” and has set an intensive reform period of about 5 years (MHLW, Stable supply of prescription drugs, February 2025). Under an amended law that took effect on November 20, 2025, the Minister of Health, Labour and Welfare certifies business restructuring plans of generic drug makers and others, and a fund established as a 5-year time-limited measure provides subsidies (MHLW, Notice of October 29, 2025). In September 2025, Sawai Pharmaceutical and Nichi-Iko announced the consolidation of manufacturing sites and products for 15 ingredients and 30 products, and in July 2026, Towa Pharmaceutical cited product consolidation as a reason for acquiring a manufacturing subsidiary (Case 5).
Investment in biologics manufacturing capacity — Under the Ministry of Economy, Trade and Industry (METI) program for biopharmaceutical manufacturing sites, the first call, funded by ¥227.4bn in the FY2021 supplementary budget, selected 17 projects totaling about ¥226.5bn, and the second call, funded by the FY2022 second supplementary budget, selected 23 projects totaling about ¥95.5bn (METI, Selection results). Japanese companies have continued to acquire overseas bio CDMOs and make large capital investments: FUJIFILM opened the first phase of its plant in North Carolina in September 2025. AGC, by contrast, announced in August 2025 that it would exit 2 sites in Colorado (Cases 10 and 11).
Entry by investment funds and foreign companies — The ownership of Bushu Pharmaceuticals moved from a Tokio Marine Capital fund to a Baring Private Equity Asia (now BPEA EQT) fund in 2014 and to a KKR fund in 2022 (Case 4). Mitsubishi Chemical Group sold Mitsubishi Tanabe Pharma to Bain Capital in 2025 (Case 5). Agreements were announced in 2022 for Germany’s Adragos Pharma, a CDMO, to acquire Sanofi’s plant in Kawagoe (Case 7) and in 2026 for a company funded by India’s Gujarat Themis Biosyn to acquire MicroBiopharm Japan (Case 8).

2. Industry Landscape

Major API and CDMO players

The table below includes listed companies as well as subsidiaries of pharmaceutical and other operating companies and companies owned by funds.

Company	Ownership	API and CDMO business and scale (where disclosed)
FUJIFILM Holdings	Listed	Bio CDMO revenue of ¥254.1bn (FY2026/3). Forecast of ¥300bn for FY2027/3 (on a basis after reclassifying iPS cell-related businesses). Sites in Denmark, the US, the UK and elsewhere (Case 10)
AGC	Listed	Life Science business revenue of ¥133.1bn and an operating loss of ¥22.3bn (FY2025/12). CDMO for synthetic pharmaceuticals and agrochemicals and for biologics (Case 11)
Bushu Pharmaceuticals	Owned by a KKR fund	About 1,600 employees and 4 sites in Japan (according to BPEA EQT in December 2022), including Kawagoe and Misato in Saitama Prefecture and Aizuwakamatsu in Fukushima Prefecture (Case 4)
CMIC CMO	Joint venture of Dai Nippon Printing (50.1%) and CMIC Holdings (49.9%)	Acquired the Toyama, Shizuoka, Ashikaga and Nishine plants from pharmaceutical companies (Case 1)
Shionogi Pharma	100% subsidiary of Shionogi	Plants in Settsu, Kanegasaki, Tokushima and Itami. An approved business under the economic security program for antibacterial APIs (Case 6)
Taiyo Pharma Tech	100% subsidiary of Taiyo Holdings	Acquired the plant in Takatsuki, Osaka Prefecture, from Daiichi Sankyo Propharma (Case 2)
Tanabe Pharma Factory	100% subsidiary of Tanabe Pharma (to be transferred to Towa Pharmaceutical)	Revenue of ¥15.8bn (FY2026/3). Plants in Yamaguchi and Fukuoka prefectures (Case 5)
Alfresa Pharma	Subsidiary of Alfresa Holdings	Acquired Daiichi Sankyo Propharma’s API plant in Akita (Case 3)

Companies within corporate groups

The sector includes manufacturing subsidiaries of pharmaceutical companies and CDMOs owned by operating companies and funds. Shionogi Pharma was established in 2018 when Shionogi spun off its production functions and began operations in April 2019; it also provides contract manufacturing of prescription drugs and clinical supplies (Case 6). Tanabe Pharma Factory is the manufacturing subsidiary of Tanabe Pharma, and its transfer to Towa Pharmaceutical was agreed in 2026 (Case 5). CMIC Holdings was delisted in March 2024, and its CMO business became a joint venture with Dai Nippon Printing in 2023 (Case 1). JSR, the owner of US bio CDMO KBI Biopharma, was also delisted in June 2024 (Section 4).

Manufacturing subsidiaries of pharmaceutical companies have been the subject of plant-by-plant company splits and transfers (Cases 1 to 3) and of transfers of the subsidiary itself (Case 5) as parent companies reviewed their production structures.

Independent and owner-run unlisted companies

Besides carve-outs of pharmaceutical plants, some transactions have involved unlisted companies that began as independent or owner-run businesses. Bushu Pharmaceuticals was established in 1998 as an independent contract manufacturer and has acquired plants under fund ownership (Case 4). Kyowa Pharmaceutical Industry, an Osaka-based generic drug maker that Lupin described as built by its founding family, was acquired by Lupin in 2007 (Case 9). Both are now owned by funds or held under a holding company. Unlisted API and contract manufacturing companies disclose little information, and identifying candidates requires research beyond public databases.

Concentration in the Kansai region

Doshomachi in Chuo-ku, Osaka, is home to the head offices of Takeda (head office; its global headquarters is in Tokyo), Shionogi (Osaka head office and registered head office; its global headquarters is in Kita-ku, Osaka), Sumitomo Pharma (Osaka head office), Tanabe Pharma (Osaka head office) and Fuso Pharmaceutical Industries (head office), and Tanabe Pharma Factory also has its registered head office there. In production, Hyogo, Osaka and Shiga ranked 6th to 8th nationally by pharmaceutical production value (Section 1). Kansai companies and sites in the cases include Daiichi Sankyo Propharma’s Takatsuki plant (Case 2), Takeda’s Pharmaceutical Sciences division in Yodogawa-ku, Osaka (Case 4), Nagase Medicals in Itami, Hyogo Prefecture, and Shionogi Pharma in Settsu, Osaka Prefecture (Case 6), and Kyowa Pharmaceutical Industry, headquartered in Osaka with a manufacturing site in Sanda, Hyogo Prefecture (Case 9). In the second call of METI’s biopharmaceutical manufacturing site program, the selected projects included 4 in Osaka and Hyogo prefectures, among them one by Shionogi Pharma.

3. Domestic Consolidation — Carve-Outs of Pharma Plants and Acquisitions by Japanese and Foreign Buyers

Case 1: CMIC and Daiichi Sankyo Propharma’s Shizuoka plant and others (2006–2023) — A CDMO acquiring pharmaceutical plants

In September 2006, CMIC acquired 90% of a company to which SSP had transferred its Toyama plant through a company split, for ¥2.2bn. In April 2010, it acquired all shares of a newly established company that took over the business and assets of Daiichi Sankyo Propharma’s Shizuoka plant (Shimada, Shizuoka Prefecture; in operation since 1965; 390 employees) for ¥5.7bn (~USD 38m). The Shizuoka plant made tablets, capsules, powders and injectables, and CMIC cited a structure able to accept contracts for almost all solid and injectable dosage forms.

CMIC then agreed in November 2013 to acquire all shares of a company that took over the Ashikaga plant of Mitsubishi Tanabe Pharma Factory (Ashikaga, Tochigi Prefecture; 279 employees), and in December 2018 to acquire all shares of a company that took over the Nishine plant of Astellas’ production subsidiary (Hachimantai, Iwate Prefecture; about 190 employees); the Nishine acquisition was completed on June 1, 2019. For the Ashikaga and Nishine plants, CMIC was to continue contract manufacturing of the sellers’ products after the transfer, and employment at Nishine was to continue within the CMIC group. Astellas cited an efficient production structure through alliances with external partners.

On April 17, 2023, it was announced that Dai Nippon Printing would acquire 50.1% of CMIC’s contract manufacturing company CMIC CMO, making it a joint venture with CMIC Holdings holding 49.9%, with operations as a joint venture scheduled to start in June that year. The companies cited the combination of Dai Nippon Printing’s pharmaceutical packaging and API manufacturing technologies with CMIC’s formulation development and manufacturing support.

These transactions show that (i) a CDMO took on pharmaceutical plants by acquiring the shares of newly established companies created through company splits and continued contract manufacturing of the sellers’ products, and (ii) a large operating company from another industry later acquired a majority of that contract manufacturing company.

Case 2: Taiyo Holdings and Daiichi Sankyo Propharma’s Takatsuki plant (2019) — A listed company from another industry acquiring a pharmaceutical plant

On January 31, 2019, Taiyo Holdings, whose business centers on electronics, signed a basic agreement to acquire all shares of Taiyo Pharma Tech, a new company taking over Daiichi Sankyo Propharma’s Takatsuki plant (Takatsuki, Osaka Prefecture; in operation since 1933; solid dosage forms and injectables; about 330 employees) through a company split, and completed the acquisition for ¥37.6bn (~USD 251m) on October 1, 2019. Under a medium-term plan that made medical and pharmaceutical products its second pillar, Taiyo Holdings cited holding a manufacturing site after starting a pharmaceutical marketing business through its subsidiary Taiyo Pharma, and winning contracts from customers other than the Daiichi Sankyo group. The Takatsuki plant was to continue contract manufacturing of products for the Daiichi Sankyo group after the transfer.

In March 2026, a company indirectly owned by a KKR fund announced a planned tender offer for Taiyo Holdings at ¥4,750 per share to take it private. In its August 2026 disclosure, Taiyo Holdings said it did not expect the tender offer to have any particular effect on its medical and pharmaceutical business. Its October 9, 2026 disclosure stated that the tender offer was now targeted to start around late November 2026, because procedures under Chinese competition law and Japanese investment regulations had not been completed.

This case shows that (i) a pharmaceutical company’s domestic plant was transferred to a listed company whose core business is outside pharmaceuticals, through a company split and share acquisition, and (ii) the acquirer cited winning contracts from customers other than the seller in addition to continued contracts from the seller.

Case 3: Alfresa Pharma and Daiichi Sankyo Propharma’s Akita plant (2014–2015) — An API plant transferred to a pharmaceutical wholesaler group

On July 31, 2014, Daiichi Sankyo announced a basic agreement to transfer the business of Daiichi Sankyo Propharma’s Akita plant (Akita City; in operation since 1981; API capacity of about 300 metric tons a year; about 100 employees) to a newly established wholly owned subsidiary through a company split, and to sell all shares of that subsidiary on April 1, 2015 to Alfresa Pharma, a subsidiary of Alfresa Holdings. The price was not disclosed. Daiichi Sankyo said that, in reviewing the production structure of its 5 domestic API plants, it chose the transfer as the best way to use the Akita plant’s technical capabilities and capacity, and Alfresa Pharma cited expanding the scale of its manufacturing business, strengthening its earnings base and making the Akita plant its core API plant. After the transfer, Daiichi Sankyo was to outsource the manufacture of its products to the new company, and employees were in principle to remain employed by the new company.

This case shows that (i) a pharmaceutical company transferred one of its domestic API plants to the manufacturing company of a pharmaceutical wholesaler group through a company split and share transfer, and (ii) the seller cited a review of its API plant network and continued to outsource manufacturing after the transfer.

Case 4: Bushu Pharmaceuticals and Eisai’s Misato plant and others (2013–2022) — A dedicated contract manufacturer acquiring plants, and ownership changes between funds

On November 29, 2013, Bushu Pharmaceuticals (Kawagoe, Saitama Prefecture) signed an agreement to acquire Eisai’s Misato plant (Misato, Saitama Prefecture; in operation since 1981; about 210 employees) through a business transfer, and acquired it in March 2014. The Misato plant produced about 3.8bn tablets and about 40m units of injectables in FY2013/3, and Eisai said it would outsource the manufacture of the plant’s products, with some exceptions, to Bushu Pharmaceuticals and that employees who wished to do so would transfer to Bushu Pharmaceuticals. On February 28, 2017, Bushu Pharmaceuticals and Takeda announced that Bushu would take over, through a newly established company, part of Takeda’s Pharmaceutical Sciences division (formerly the CMC Research Center) in the Juso area of Yodogawa-ku, Osaka (process development, formulation and analytical method development, clinical supply manufacturing and other functions; about 200 employees). In March 2022, Bushu Pharmaceuticals announced that it would acquire the plant of Sanwa Kagaku Kenkyusho in Aizuwakamatsu, Fukushima Prefecture (133 employees) through a business transfer.

The ownership of Bushu Pharmaceuticals moved in 2014 from a Tokio Marine Capital fund to a Baring Private Equity Asia fund (at an enterprise value of ¥77.3bn, ~USD 515m). On December 20, 2022, an agreement was announced for a KKR fund to acquire all shares from a BPEA EQT fund. BPEA EQT said that during its ownership, net sales rose by about 70% and EBITDA by about 50%, employees reached about 1,600 and the number of sites in Japan grew to 4. KKR cited entry into injectables, capacity expansion, investment in quality and growth including M&A as its policy.

These transactions show that (i) an independent contract manufacturer has taken on plants and development and clinical supply functions of pharmaceutical companies through business transfers and company splits, and (ii) its ownership moved from a Japanese fund to a foreign fund and then to another foreign fund, and it added sites under fund ownership.

Case 5: Towa Pharmaceutical and Tanabe Pharma Factory (2025–2026) — A fund-owned innovative drug maker selling its manufacturing subsidiary

On February 7, 2025, Mitsubishi Chemical Group announced that it would sell all shares of Mitsubishi Tanabe Pharma for about ¥510bn (~USD 3.4bn) to a company indirectly owned by funds advised by Bain Capital. Mitsubishi Chemical Group cited weakening synergies with its chemicals business and constraints within the group on the investment required for research and development. Mitsubishi Tanabe Pharma later changed its name to Tanabe Pharma.

On July 3, 2026, Tanabe Pharma and Towa Pharmaceutical announced an agreement under which Towa Pharmaceutical will acquire all shares of Tanabe Pharma Factory and take over the marketing approvals for 17 ingredients and 35 products. Tanabe Pharma Factory has its registered head office in Doshomachi, Chuo-ku, Osaka, and operates the Onoda plant in Yamaguchi Prefecture (tablets, capsules, powders, injectables, APIs and intermediates, and clinical supplies) and the Yoshitomi plant in Fukuoka Prefecture. It had 538 employees (as of April 1, 2026) and revenue of ¥15.8bn (FY2026/3). The Onoda plant produced 45 metric tons of APIs in FY2026/3, and Tanabe Pharma Factory exports APIs to more than 100 countries. The price was not disclosed, and Towa Pharmaceutical said it expects to recognize negative goodwill. The share transfer is scheduled for the end of November 2026 and the transfer of the marketing approvals for April 2027 or later, both subject to the completion of competition law procedures.

Tanabe Pharma said it would no longer hold major manufacturing sites and would focus on research and development and business development, and that it would continue to outsource the manufacture of its products made at the 2 plants. Towa Pharmaceutical cited stronger domestic capacity and stable supply, integrated production from APIs to finished products, product consolidation and acquiring the manufacturing know-how of an innovative drug maker. An earlier example of a generic drug maker acquiring a pharmaceutical company’s plant is Nichi-Iko’s 2013 agreement to acquire all shares of a company that took over Astellas’ Fuji plant (Fuji, Shizuoka Prefecture; about 370 employees).

These transactions show that (i) an innovative drug maker under fund ownership is selling its manufacturing subsidiary to a generic drug maker under a policy of not holding manufacturing sites, and (ii) the acquirer is taking over marketing approvals together with the plants and cited product consolidation and integrated production from APIs to finished products.

Case 6: Shionogi Pharma and Nagase Medicals (2020–2022) — A pharmaceutical company’s manufacturing subsidiary acquiring a manufacturer owned by a trading company

On April 23, 2018, Shionogi announced that it would establish a 100% subsidiary to take on its production functions and also provide contract manufacturing of prescription drugs and clinical supplies and contract analytical testing, and it established Shionogi Pharma (Settsu, Osaka Prefecture) in October that year. On August 31, 2020, Shionogi Pharma announced that it would acquire from Nagase & Co. all shares of Nagase Medicals (established in 1972), which manufactures anticancer drugs and local anesthetics in Itami, Hyogo Prefecture, and provides contract manufacturing centered on injectables, and it merged the company on April 1, 2022. Shionogi cited Shionogi Pharma’s aim of becoming a leading CDMO and combining the manufacturing capabilities and know-how of the 2 companies. Shionogi Pharma received approval of its supply assurance plan for antibacterial APIs in July 2023 and was also selected as a fill-finish site under METI’s biopharmaceutical manufacturing site program.

This case shows that (i) a subsidiary created by spinning off a pharmaceutical company’s production functions, with contract manufacturing as a stated business, acquired an injectable manufacturer owned by a trading company, and (ii) it merged the acquired company and broadened the dosage forms it can accept.

Acquisitions in Japan by foreign companies (Out-In)

Foreign CDMOs, API makers, generic drug makers and investment funds have acquired Japanese plants of foreign pharmaceutical companies, contract manufacturers and generic drug makers in Japan.

Case 7: Adragos Pharma and Sanofi’s Kawagoe plant (2022–2023) — A foreign CDMO acquiring a foreign pharmaceutical company’s plant in Japan

On October 13, 2022, Germany’s Adragos Pharma, a CDMO, announced that it had signed definitive agreements with Sanofi’s Japanese subsidiary to acquire its manufacturing site in Kawagoe, Saitama Prefecture. The price was not disclosed. The site has more than 50 years of manufacturing history and, under Sanofi, made oral solids and sterile liquids (ampoules) and provided packing, visual inspection and retesting for Japanese and Asian markets. Adragos Pharma said all employees would remain at the site and that it would enter into a long-term supply agreement with Sanofi’s Japanese subsidiary and become its strategic partner in Japan. Its chief executive officer said Japan is among the largest and most attractive pharmaceutical markets while CDMO activities there are relatively nascent, and cited bringing new customers from Europe, North America and Japan. The acquisition was completed on March 1, 2023, and the site operates as Kawagoe Pharma. Adragos Pharma said the acquisition made it the third largest pure-play contract manufacturer in Japan.

This case shows that (i) a foreign pharmaceutical company’s plant in Japan was transferred to a foreign CDMO together with its employees and a long-term supply agreement with the seller, and (ii) the acquirer cited the early stage of the Japanese CDMO market and winning new customers beyond the seller.

Case 8: Gujarat Themis Biosyn and MicroBiopharm Japan (2026) — An Indian company acquiring a Japanese API maker

On May 25, 2026, T Capital Partners announced that funds it manages or advises had agreed to transfer all of their shares of MicroBiopharm Japan (Chuo-ku, Tokyo) to an acquisition vehicle funded by India’s Gujarat Themis Biosyn. According to Gujarat Themis Biosyn’s announcement of May 22, 2026, the consideration was about ¥21.5bn (~USD 143m); MicroBiopharm Japan has more than 60 years of experience in fermentation, 2 of its 3 sites in Japan have a track record of FDA and PMDA audits, and its revenue is estimated at about ¥9.5bn (Gujarat Themis Biosyn’s FY26E estimate). Gujarat Themis Biosyn cited complementary fermentation capabilities, P450 enzyme library, plasmid DNA and ADC conjugation technologies, and long-standing relationships with Japanese and international pharmaceutical companies. MicroBiopharm Japan conducts research and development, production and sales of pharmaceuticals. As of 2015, it was owned 80% by Mitsui & Co. and 20% by Toray, and in April 2016 it took over the business of Astellas’ Kiyosu plant (Kiyosu, Aichi Prefecture), where it was to continue producing APIs on a contract basis. Indian media reported that Gujarat Themis Biosyn announced the completion of the acquisition in September 2026.

This case shows that (i) an API maker formerly owned by a trading company was sold, after a period of Japanese fund ownership, to an Indian company, and (ii) the target was a company that had taken over a pharmaceutical company’s API plant through a business transfer and continued contract manufacturing.

Case 9: Lupin and Kyowa Pharmaceutical Industry (2007–2025) and others — Foreign generic drug makers entering Japan and later ownership changes

In October 2007, India’s Lupin completed the acquisition of a majority stake in Kyowa Pharmaceutical Industry, a generic drug maker headquartered in Osaka with a manufacturing site in Sanda, Hyogo Prefecture (revenue of ¥7.4bn for FY2007/3). Lupin cited establishing a foothold in Japan and combining Kyowa’s development, manufacturing and sales network with its own research and development. On November 11, 2019, Lupin announced that it would sell 99.82% of Kyowa Pharmaceutical Industry to a Unison Capital fund at an enterprise value of about ¥57.4bn (~USD 383m), citing a focus on its key markets and strategic priorities. Kyowa’s revenue was ¥28.3bn (FY2019/3). In July 2025, a holding company for 3 companies, Kyowa Pharmaceutical Industry, Nichi-Iko and T’s Pharma (formerly Takeda Teva Pharma), was established.

In other cases, Israel’s Teva acquired Taiyo Pharmaceutical Industry for about USD 1.09bn in 2011 and formed Takeda Teva Pharma, a joint venture with Takeda, in 2016. In December 2024, Takeda announced that it would transfer its 49% stake to Teva and that Teva planned to transfer all shares to a company established by a fund managed by J-Will Partners; according to Teva’s annual report, Teva divested the business on March 31, 2025. In January 2019, India’s Sun Pharma acquired all shares of Pola Pharma from Pola Orbis Holdings for ¥100m, and Pola Orbis Holdings waived about ¥9bn of loans before the transfer.

These transactions show that (i) foreign generic drug makers entered Japan by acquiring Japanese generic drug makers with manufacturing sites, (ii) some of these companies were later sold again to Japanese funds and others, for reasons including policy changes at the foreign owners, and (iii) in 2025, a holding company was established for 3 generic drug makers, including Kyowa Pharmaceutical Industry.

4. Japanese Acquirers Abroad — In-Out Transactions

For acquirers, these cases show the CDMOs Japanese operating companies buy abroad, the direction of their investments and the transaction structures they use.

Case 10: FUJIFILM and Merck’s (MSD) biologics contract manufacturing business (2011) and Biogen’s Danish plant (2019) — An operating company acquiring and expanding a bio CDMO business

In February 2011, FUJIFILM announced that it would acquire all interests in Diosynth RTP (North Carolina, US) and MSD Biologics UK (UK) from US-based Merck. In March 2019, it announced that it would acquire all interests in the company operating Biogen’s manufacturing site in Hillerød, Denmark (about 800 employees) for about USD 890m. In September 2025, FUJIFILM opened the first phase of a plant in Holly Springs, North Carolina, with planned total investment of USD 3.2bn. FUJIFILM changed its bio CDMO brand to FUJIFILM Biotechnologies in June 2025 and said it had invested more than USD 10bn in expansion and acquisitions over the past 15 years. Bio CDMO revenue was ¥254.1bn (~USD 1.69bn; FY2026/3, up 15.8% year on year), and FUJIFILM forecasts ¥300bn for FY2027/3 on a basis after reclassifying iPS cell-related businesses.

These transactions show that (i) a Japanese operating company acquired the biologics contract manufacturing business and manufacturing sites of foreign pharmaceutical companies, and (ii) it has continued large capital investments abroad, building on the acquired sites.

Case 11: AGC and CMC Biologics (2016) and others — A glass and chemicals company acquiring CDMOs and exiting US sites

AGC acquired Germany’s Biomeva in August 2016 and in December 2016 announced the acquisition of CMC Biologics, with sites in Denmark and the US (about 530 employees), for about ¥60bn (~USD 400m) (with consolidation scheduled for January 2017). It then acquired a synthetic API plant in Spain in 2019, AstraZeneca’s plant in Boulder, Colorado, and Italy’s MolMed (total tender offer value of EUR 240m assuming 100% acquisition) in 2020, and Novartis’ gene therapy facility in Longmont, Colorado, in 2021.

On August 1, 2025, AGC announced that it would exit its Boulder and Longmont sites in Colorado and begin considering the transfer of the business. Life Science business revenue was ¥133.1bn in 2025, with an operating loss of ¥22.3bn. In its May 2026 materials, AGC projected that the closure of the Colorado sites would significantly reduce its losses in 2026.

These transactions show that (i) a Japanese materials maker expanded contract manufacturing of biologics and synthetic APIs through successive acquisitions of foreign CDMOs and pharmaceutical plants, and (ii) it exited some of the acquired sites a few years later.

Case 12: Ajinomoto and Althea Technologies (2013) and Forge Biologics (2023) — A food maker acquiring CDMOs

In April 2013, Ajinomoto acquired all shares of Althea, a US CDMO, for about USD 175m (revenue of about USD 53m in 2012). In November 2023, it announced the acquisition of all interests in Forge Biologics, a US gene therapy CDMO, for about USD 554m. In its August 2026 materials, Ajinomoto said the business profit loss at Forge Biologics had narrowed on higher revenue.

These transactions show that (i) a Japanese food maker acquired US CDMOs on 2 occasions, in 2013 and 2023, and (ii) the 2023 target was a CDMO in gene therapy.

In addition, Asahi Kasei acquired US bio CDMO Bionova in 2022, and Terumo acquired WuXi Biologics’ drug product plant in Leverkusen, Germany, in September 2025. JSR acquired US-based KBI Biopharma in 2015. JSR also agreed in November 2025 to sell its subsidiary Crown Bioscience to a Carlyle-backed company.

5. Industry-Specific Factors Examined by Acquirers

In Japan API and CDMO M&A, acquirers examine industry-specific factors in addition to financials. Based on the reasons disclosed by acquirers and the course of the transactions in the cases above, these factors fall into 3 groups.

Facilities and dosage forms — The dosage forms and modalities a company’s facilities can produce, and their capacity. In Case 1, CMIC cited a structure able to accept contracts for almost all solid and injectable dosage forms; in Case 6, Shionogi Pharma cited broader dosage forms; and in Case 5, Towa Pharmaceutical cited integrated production from APIs to finished products. Case 3 disclosed API capacity (about 300 metric tons a year), and Case 4 disclosed tablet and injectable output.
Continuity of contracts and customers — The continuation of contracts from the seller and the acquirer’s prospects of winning customers other than the seller. In Cases 1 (Ashikaga and Nishine), 2, 3, 4 (Misato), 5 and 8 (Kiyosu), the seller was to continue outsourcing the manufacture of its products to the acquirer after the transfer, but the duration of these contracts was not disclosed. In Case 2, Taiyo Holdings cited winning contracts from customers other than the Daiichi Sankyo group. In Case 11, AGC exited US sites it had acquired.
Approvals and personnel — The transfer of marketing approvals and manufacturing and quality personnel. In Case 5, marketing approvals for 17 ingredients and 35 products are being transferred together with the plants, and Towa Pharmaceutical cited acquiring the manufacturing know-how of an innovative drug maker. Some plant transfers stated that employment would continue or that employees would transfer to the acquirer (Nishine in Case 1, Case 3 and Misato in Case 4).

6. Implications for Overseas Acquirers

Target universe

The targets in the cases above fall into 4 groups. The first is domestic plants and manufacturing subsidiaries of pharmaceutical companies: plants and functions of Daiichi Sankyo Propharma, Mitsubishi Tanabe Pharma Factory, Astellas, Eisai and Takeda were transferred (Cases 1 to 4), and the transfer of Tanabe Pharma’s manufacturing subsidiary has been agreed (Case 5). A foreign pharmaceutical company’s plant in Japan was also transferred to a foreign CDMO (Case 7). The second is contract manufacturers and API makers owned by funds or trading companies: the ownership of Bushu Pharmaceuticals (Case 4) and MicroBiopharm Japan (Case 8) changed, and Nagase Medicals, owned by Nagase & Co., was sold to a pharmaceutical company’s manufacturing subsidiary (Case 6). The third is generic drug makers, some of which were acquired by foreign generic drug makers and later sold to Japanese funds and others (Case 9). The fourth is CDMOs and pharmaceutical manufacturing sites abroad, acquired by Japanese operating companies (Cases 10 to 12).

In Syntax Partners’ view, independent API and contract manufacturing companies in Japan disclose little information; identifying them requires research beyond public databases, and approaching them requires direct contact with owners and parent companies.

Transaction structures

For pharmaceutical plants, the cases used a company split that transferred the plant’s business to a newly established company, followed by the sale of all its shares (Cases 1 to 3), or a business transfer (Case 4), with the seller to continue outsourcing manufacturing after the transfer. In the transfer of a manufacturing subsidiary itself, the transaction was combined with the transfer of marketing approvals (Case 5). Ownership changes at CDMOs include transfers of all shares from one fund to another (Case 4) and from a fund to a company funded by a foreign company (Case 8), as well as the acquisition of a majority by an operating company (Dai Nippon Printing in Case 1).

Disclosed prices include ¥5.7bn for the shares of the company that took over the Shizuoka plant (Case 1), ¥37.6bn for the shares of the company that took over the Takatsuki plant (Case 2) and an enterprise value of ¥77.3bn for the 2014 Bushu Pharmaceuticals transaction (Case 4). The consideration in Case 8 was about ¥21.5bn. Among the cases, prices were not disclosed for the Ashikaga, Nishine and Akita plants or Tanabe Pharma Factory.

Seller priorities

Daiichi Sankyo said that, in reviewing its API plant network, it chose the transfer as the best way to use the plant’s technical capabilities and capacity (Case 3). Astellas cited an efficient production structure through alliances with external partners (Case 1), and Tanabe Pharma cited a policy of not holding manufacturing sites and focusing on research and development and business development (Case 5). These sellers said they would continue to outsource the manufacture of their products to the acquirers after the transfer (Cases 1, 2, 3 and 5), and continued employment was stated for the Akita plant (Case 3). These facts suggest that the sellers in these cases treated continued supply of their products, and a new owner able to use the plant’s technology and capacity, as conditions in choosing an acquirer.

7. 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 API and CDMO M&A, including related fields, in both domestic and cross-border transactions.

Buy-side advisory

For foreign companies and investment funds considering acquisitions or capital alliances in Japan, we support the full process: mapping targets based on your strategy, including plants and manufacturing subsidiaries of pharmaceutical companies and independent API and contract manufacturers with limited public information; approaching owners and parent companies directly; negotiation; and execution. We also support add-on acquisitions by investment funds and the search for carve-out opportunities from large groups. 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, parent companies and fund owners considering a sale or business succession. The buyer universe we cover includes not only Japanese CDMOs and pharmaceutical companies but also companies in adjacent industries, funds, and overseas CDMOs and API makers as strategic buyers. Our transaction support draws on our understanding of the industry, including facilities and capacity by dosage form, continuity of contracts and customer composition, and the status of marketing approvals and inspections.

We welcome discussions at any stage, from early-stage exploration of acquisitions or partnerships in Japan to live transactions.

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This article was prepared by Syntax Partners, Inc. based on public information, including companies’ official announcements and IR materials, and statistics and materials from government agencies, with some media reports.

Syntax Partners, Inc.