Registration No. 333-
As filed with the Securities and Exchange Commission on July 3, 2008
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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DAIICHI SANKYO KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
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DAIICHI SANKYO COMPANY, LIMITED
(Translation of issuer's name in English)
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Japan
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CITIBANK, N.A. - DEPOSITARY RECEIPTS DEPARTMENT
388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Name, address, including zip code, and telephone number,
including area code of agent for service)
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Copies to:
Herman H. Raspe, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box:
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares each 50,000,000 $5.00 2,500,000 $98.25
representing one (1) Common Share of
Daiichi Sankyo Kabushiki Kaisha
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal Face of Receipt - Introductory Article
executive office
2. Title of Receipts and identity of deposited Face of Receipt - Top center.
securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner.
represented by one American Depositary
Share ("ADS")
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs 12, 14 and 17
deposited securities
(iii) The procedure for collecting and Face of Receipt - Paragraphs 4 and 8;
distributing dividends Reverse of Receipt - Paragraphs 13, 14 and 17
(iv) The procedure for transmitting notices, Reverse of Receipt - Paragraphs 11 and 12
reports and proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs 13 and 14
(vi) The deposit or sale of securities Face of Receipt - Paragraphs 4 and 8;
resulting from dividends, splits or Reverse of Receipt - Paragraphs 13, 14, 16 and 17
plans of reorganization
(vii) Amendment, extension or termination of Reverse of Receipt - Paragraphs 18 and 19 (no
the deposit arrangements provision for extension)
(viii) The rights that holders of Receipts have Face of Receipt - Paragraph 3
to inspect the transfer books of the
Depositary and the list of Receipt
holders
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Any restrictions on the right to Face of Receipt - Paragraphs 2, 4, 5, and 6
transfer or withdraw the underlying
securities
(x) Any limitation on the Depositary's Face of Receipt - Paragraphs 1 and 8; Reverse of
liability Receipt - Paragraphs 12, 15 and 17
3. Fees and charges that a holder of Receipts may Reverse of Receipt - Paragraph 20
have to pay, either directly or indirectly
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 11
As set forth in Paragraph 11 of the Form of Receipt constituting the
prospectus included herewith, the Depositary believes, based on limited
investigation, that, as of the date hereof, Daiichi Sankyo Kabushiki Kaisha (the
"Company") published information in English on its Internet website at
www.daiichisankyo.com in compliance with Rule 12g3-2(b) under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, the
Depositary does not assume any duty to determine if the Company is complying
with the current requirements of Rule 12g3-2(b) under the Exchange Act or to
take any action if the Company is not complying with those requirements.
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PROSPECTUS
IN ACCORDANCE WITH GENERAL INSTRUCTIONS III. B OF FORM F-6, THIS PAGE AND
THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS EXHIBIT (a) CONSTITUTE THE
PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY SHARES TO BE ISSUED PURSUANT TO
THIS F-6 REGISTRATION STATEMENT.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) The Deposit Agreement relating to the American Depositary Receipts
registered hereunder is contained in the form of the Receipt constituting the
Prospectus filed as exhibit to this Registration Statement. - Filed herewith as
exhibit (a)
(b) Any other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the custody
of the deposited securities. -- None.
(c) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at any time
within the last three years. -- None.
(d) Opinion of Patterson Belknap Webb & Tyler LLP, counsel for the
Depositary, as to the legality of the securities to be registered. - Filed
herewith as exhibit (d).
(e) Certification under Rule 466. - Filed herewith as exhibit (e).
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
Receipts, any reports and communications received from the issuer of the
deposited securities which are both (1) received by the Depositary as the holder
of the deposited securities, and (2) made generally available to the holders of
the underlying securities by the issuer.
(b) The Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of a Receipt
thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 3rd day of July, 2008.
Legal entity created by the agreement
contained in the American Depositary
Receipts evidencing American Depositary
Shares each representing one (1) Common
Share of Daiichi Sankyo Kabushiki Kaisha
CITIBANK, N.A., as Depositary
By: /s/ Paul Martin
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Name: Paul Martin
Title: Vice President
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Index of Exhibits
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Sequentially
Exhibit Document Numbered Page
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(a) Form of ADR
(d) Opinion of Counsel to the Depositary
(e) Certification under Rule 466
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