1．Outline

Mindset is a drug discovery-based research and development company with exceptional expertise in the research and development of the next generation of therapeutics to help treat psychiatric and neurological disorders with high unmet needs. In January 2022, Mindset and The McQuade Center for Strategic Research and Development, LLC (MSRD), an affiliate of Otsuka that invests in early-stage research programs, entered into a joint development agreement to support Mindset's research and develop a new class of agonists that activate the serotonin 5-HT2A receptor. Since the signing of the joint development agreement between Mindset and MSRD, the two companies have been working together to develop new compounds. The serotonin 5-HT2A agonist being developed through this collaboration is attracting attention as a potential therapy for treatment-resistant depression and post-traumatic stress disorder (PTSD), and is expected to be a major innovation in the field of psychiatric and neurological disorders, where clear unmet medical needs remain.

Makoto Inoue, president and representative director of Otsuka commented, "Otsuka Pharmaceutical has designated psychiatry and neurology as one of its top priority therapeutic areas and has been developing antipsychotic agents with clinical significance on a global basis. With the addition of Mindset's novel compounds and synthesis processes, we expect this acquisition will further contribute to the treatment of patients suffering from psychiatric disorders."

James Lanthier, CEO of Mindset said, "We are thrilled to announce this all-cash transaction with Otsuka as we believe it maximizes value and is a great outcome for all Mindset stakeholders. We believe Otsuka is ideally positioned to maximize the value of the Mindset assets and IP portfolio to the future benefit of patients."

2. Overview

Through this acquisition, Mindset will become a wholly owned subsidiary of OAI. Upon completion of the acquisition, Otsuka will further develop several new 5-HT2A agonists in North America and Europe. Otsuka, through OAI and a special purpose company established under its control for the purpose of the acquisition, will enter into a Plan of Arrangement (a statutory procedure recognized under Canadian law).

The acquisition of Mindset shares by OAI is subject to approval of the transaction by the Canadian courts, approval by Mindset shareholders and the completion of other legal procedures. The acquisition is expected to be completed during the fourth quarter of 2023.

3. About Mindset Pharma, Inc. （https://mindsetpharma.com/）

To view the full announcement, please visit: https://www.otsuka.co.jp/en/company/newsreleases/2023/20230901_1.html