Eisai Co., Ltd. | about Eisai

Notice Concerning Food Additives and Chemicals Division to be split off
into a Newly Incorporated Subsidiary

Eisai Co., Ltd. (Headquarters : Tokyo, President: Haruo Naito) resolved to split off its Food Additives and Chemicals Division (F.A.C.D.) into Eisai Food & Chemicals Co., Ltd. ("EFC"), a newly incorporated wholly-owned subsidiary of Eisai, as of April 1, 2004, (hereinafter referred to as "Split Off") at the Board of Directors' Meeting held on November 5, 2003, Details are noted below.

1 . Purpose of the Split Off

The F.A.C.D. of Eisai has operated its business in the area of food additives, bulk materials of pharmaceuticals, and natural/synthetic vitamin E. Eisai decided to Split Off the F.A.C.D. in order to obtain further customer's satisfaction.

2 . Summary of the Split Off

(1) Schedule of the Split Off

Date of the Board of Directors Meeting for approval of the Split Off plan : November 5, 2003

Date of the Split Off :

April 1, 2004

Date of filing of Split Off to the Legal Affairs Bureaus :

April 1, 2004

Note : In accordance with the regulation stipulated in the clause 374-6 ( Abbreviated Split off of business into newly incorporated subsidiary ("Kani Shinsetsu Bunkatsu")) of the Japanese Commercial Code which does not require approval of the shareholders' meeting.

(2) Method of Split Off

Split off Eisai's F.A.C.D. business to form a newly incorporated subsidiary ("Shinsetsu Bunkatsu") where Eisai will be the company subject of split off and EFC will be the newly incorporated company.

Reason for adoption of the above method
By way of splitting off F.A.C.D., Eisai seeks to obtain further customer satisfaction by clarifying the administrative responsibility over such business and opting for independent management. For this purpose, upon Split Off, Eisai decided to adopt the "Bunsyha Gata Shinsetsu Bunkatsu" under which a newly incorporated subsidiary will succeed such business, while all shares issued by such subsidiary will be allotted to Eisai.

Allotment of shares
All of 2,000 common stocks issued by EFC will be allotted to Eisai.

Provision of subsidy
No subsidy will be paid.

Rights and obligations succeeded by EFC
EFC will succeed assets, liabilities and status under agreements and all rights and obligations arising therefrom relating to the F.A.C.D. of Eisai. It should be noted that as for employment contracts, EFC will not succeed them, and the employees who are mainly engage in F.A.C.D.'s operation as of the date of the Split Off will be temporarily transferred to EFC or, based upon the individual employees' consent, have one's employment contract transferred to EFC.

Prospect on fulfillment of liabilities
As for obligations and liabilities, Eisai believes that no issue is expected regarding the fulfillment of liabilities which Eisai and EFC should be charged with after the Split Off.

The Board of Directors of EFC
The newly appointed members of the Board of Directors of EFC are as follows :

Title	Name	Present Title in Eisai
Director	Akio Tsuri	Director, F.A.C.D.
Director	Shigehiro Yoshitake	Senior Manager, Planning & Development, F.A.C.D.
Director	Kei Kataoka	Senior Manager, Administration. F.A.C.D.
Director	Koichi Abe	Senior Manager, Vit.E Information & Technology
Corporate Auditor	Tadashi Temmyo	Director, Corporate Auditing Dept.
Corporate Auditor	Koji Azuma	Manager, Tax Operations Group, Finance & Accounting Division

3 . Profile of the parties involved in Split Off

Company Name	Eisai Co., Ltd.(The company subject of split off)	Eisai Food & Chemicals Co., Ltd.(Newly incorporated Subsidiary)
Operations	Manufacture and Sale of pharmaceuticals, quasi-drugs, pharmaceutical machinery, etc.	Sales of food additives and chemicals
The date of incorporation	December, 6, 1941	April 1, 2004 (plan)
Address of Headquarters	4-6-10 Koishikawa, Bunkyo-ku, Tokyo, Japan	Chuo-ku, Tokyo, Japan (plan)
Representative	Haruo Naito (President and CEO)	Akio Tsuri (President and CEO) (plan)
Capital	44,985 million yen	100 million yen (Plan)
Number of Shares Issued	296,566,949 shares	2,000 shares
Shareholders' Equity	377,475 million yen	2,402 million yen
Total Assets	482,913 million yen	3,530 million yen
End of Accounting Period	March 31	March 31
Number of Employees	3,894 (individual, as of March 31, 2003)	35 (plan)
Principal Business Partners	Suppliers : Mitsui & Co., Ltd., Aventis Pharma Ltd., Novo Nordisk Pharma Ltd. Major Customers:Kuraya Sanseido Inc., Suzuken Co., Ltd., Fukujin Co., Ltd., Toho Pharmaceutical Co., Ltd. Suppliers:Eisai Co., Ltd., TAMA BIOCHEMICAL CO., LTD., Imuraya Confectionery Co., Ltd.Major	Customers : IWAKI & CO., LTD., San-Ei Gen F.F.I.,Inc., Fuji Chemicals LTD.
Major Shareholders and ratio of their share holdings (as of September 30, 2003)	Japan Trustee Services Bank, Ltd. (trust account) (5.02%), Resona Bank, Ltd. (4.84%), Mizuho Corporate Bank, Ltd. (4.79%), The Master Trust Bank of Japan, Ltd. (trust account) (4.66%), Nippon Life Insurance Company (4.56%)	Eisai Co., Ltd. (100%)
Principal Correspondent Banks	Resona Bank, Ltd., Mizuho Corporate Bank, Ltd., Bank of Tokyo Mitsubishi	Not yet determined.
Relation between the Companies	Capital : EFC shall be a wholly-owned subsidiary company of Eisai.
	Human Resources : Eisai will dispatch officers and employees as secondees to EFC.
	Partnership : EFC will purchase a portion of its merchandise from Eisai.

Note : The amount of capital, shareholders' equity and total assets of EFC were reported as of September 30, 2003.

Eisai Co., Ltd. financial results over the latest three fiscal year periods

Period April 1, 2000 -March, 2001 April 1, 2001 -March, 2002 April 1, 2002 -March, 2003

Net Sales 258,615 mil. 275,032 mil. 289,603 mill.

Operating Income 58,395 mil. 63,904 mil. 65,273 mil.

Ordinary Income 61,557 mil. 66,026 mil. 64,805 mil.

Net Income 18,187 mil. 30,821 mil. 34,174 mil.

Earnings per Share 61.35 104.25 117.57

Dividends per Share 23.00 29.00 32.00

Shareholders' Equity per Share
1,173.13
1,217.58
1,293.44

4.Outline of F.A.C.D.

(1) Description of Operations of F.A.C.D.: Manufacturing, sales, import and export of food, beverages, seasonings, food additives, industrial chemicals, agricultural chemicals, fertilizers, feeds, and feed additives

(2) Net Sales for the fiscal year ended March, 2003:

	F.A.C.D. (a)	Eisai (b)	Ratio on Net Sales (a/b)
Net Sales	7,068 million yen	289,603 million yen	2.4%

(3) Items of Assets and Liabilities of F.A.C.D. and the amount thereof (as of September 30, 2003) :

(Unit: Million Yen)

Assets		Liabilities
Account Title	Book Value	Account Title	Book Value
Current assets	3,497	Current liabilities	1,127
Fixed assets	32	Long-term liabilities	-
Total assets	3,530	Total liabilities	1,127

5 . Effect on Eisai's Business

There will be no change in Eisai's company name, operations, address, capital, or accounting term. This Split off will have a slight effect on the company's consolidated financial result. Concerning the non-consolidated financial results, a decrease of 1,127 million yen in total assets is estimated thereby.

Note: As of today, Eisai also announced that Eisai Pharma-Chem Europe Ltd. (Headquarters: UK), a wholly-owned subsidiary of Eisai Co., Ltd, resolved dissolution at its Board of Directors Meeting.

Notice Concerning Food Additives and Chemicals Division to be split off into a Newly Incorporated Subsidiary

Notice Concerning Food Additives and Chemicals Division to be split off
into a Newly Incorporated Subsidiary