United States securities and exchange commission logo
November 19, 2020
Kazuhiko Sueyoshi
Director and Chief Financial Officer
Sawai Pharmaceutical Co., Ltd.
5-2-30, Miyahara
Yodogawa-ku, Osaka 532-0003
Japan
Re: Sawai
Pharmaceutical Co., Ltd.
Amendment No. 3 to
Draft Registration Statement on Form F-4
Submitted November
13, 2020
CIK No. 0001816901
Dear Mr. Sueyoshi:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-4 submitted
November 13, 2020
Selected Historical Financial Data , page 15
1. Please revise this
section to include selected financial data as of and for the six months
ended September 30,
2020, your interim period including comparative data from the same
period in the prior
financial year shall also be provided. Refer to the guidance in Item
3(d) of Form F-4 and
Item 3(A)(1) of Form 20-F.
Kazuhiko Sueyoshi
FirstName LastNameKazuhiko
Sawai Pharmaceutical Co., Ltd. Sueyoshi
Comapany 19,
November NameSawai
2020 Pharmaceutical Co., Ltd.
November
Page 2 19, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations , page
46
2. Please revise your MD&A to include a cross reference disclosure to
Appendix C where
you include a discussion of your September 30, 2020 operating results.
Refer to the
guidance in Item 14(g) of Form F-4 that refers to the Item 5 of Form
20-F.
3. Please tell us whether a material loss has been recognized in relation
to your closure of the
Osaka factory as referenced on page 4 of Appendix C. If material, then
such amount
should be disclosed pursuant to the guidance in Item 5.D of Form 20-F.
Index to Financial Statements and Schedule , page F-1
4. Please revise the index to the financial statements to refer to
Appendix C, which includes
your September 30, 2020 unaudited interim financial statements.
You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jason Drory at 202-551-8342 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Masahisa Ikeda